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Spain Business Formation

Register a Company in Spain Capital From €1

Spain is the EU's 4th-largest economy with 49.8 million people. An SL needs just €1 of capital and can be formed online, and new companies pay 15% corporate tax for their first two profitable years. Here is what Americans need to know.

In short

Most small businesses use a sociedad limitada (SL). Since October 2022 the minimum capital is €1, fully paid in; below €3,000, 20% of profits go to a reserve and founders are liable for the shortfall up to €3,000 on winding up. An SA needs €60,000, 25% paid. There is no residence rule for directors or shareholders, but each needs a NIE. You reserve a name (valid 3 months for the deed), sign the deed before a notary, get a provisional NIF from the tax agency, open a bank account and register at the Registro Mercantil — online through CIRCE in hours with standard bylaws. Formation is exempt from stamp duty; expect about €150–600 in notary fees and €40–200 for the registry. Corporate tax is 25%, 23% under €10 million turnover in 2026 and 19–21% under €1 million; new companies pay 15% for 2 profitable years and certified startups for up to 4. VAT is 21% with no small-business threshold. US owners file Form 5471 and face NCTI.

Spanish company: key facts

Last verified 28 September 2026
SL (limited company)Minimum capital €1 since October 2022, fully paid in; below €3,000, 20% of profits must go to a reserve and founders are liable for the shortfall up to €3,000 if the company is wound up# Source: Uría Menéndez - La Ley Crea y Crece: menos trabas y costes para crear, operar y financiar negocios · Real Decreto Legislativo 1/2010, Ley de Sociedades de Capital (consolidated)
SA (public company)Minimum capital €60,000, at least 25% paid at formation; a sole director is allowed and audits apply only above size thresholds# Source: Real Decreto Legislativo 1/2010, Ley de Sociedades de Capital (consolidated)
Foreign foundersNo residence or nationality rule for directors or shareholders, but each needs a NIE (or a NIF for a foreign company)# Source: Real Decreto Legislativo 1/2010, Ley de Sociedades de Capital (consolidated) · Ley 28/2022 de fomento del ecosistema de las empresas emergentes (consolidated)
Online formationAn SL can be formed online through CIRCE; with standard bylaws the name certificate, notary deed and registration are each done within hours# Source: Ley 14/2013 de apoyo a los emprendedores (consolidated) art. 15
Formation costsNotary about €150–600, registry about €40–200 and name certificate about €15; company formation is exempt from stamp duty estimate# Source: Legálitas - Los gastos de constitución de una SL · Legálitas - Cómo afecta el Modelo 600 en la creación de una sociedad
Company tax numberThe tax agency (AEAT) issues a provisional NIF before the deed so the bank account can be opened, and the final NIF after registration# Source: Universidad Carlos III - Guía SL: constitución y obligaciones legales
Beneficial ownersRecorded in the Ministry of Justice central register (RCTIR) since September 2023# Source: Titularidad Real y Cierre Registral 2026: Guía Gestorías
Corporate tax25% standard; in 2026 companies under €10M turnover pay 23% and under €1M 19% on the first €50,000 and 21% above; new companies 15% for their first 2 profitable years and certified startups 15% for up to 4# Source: PwC Worldwide Tax Summaries - Spain: Taxes on corporate income (reviewed 30 Jun 2026)
Dividend withholding19% for non-residents, cut by the US treaty to 15%, 5% or 0%# Source: PwC Worldwide Tax Summaries - Spain: Withholding taxes
VAT21% standard, 10% and 4% reduced; Spain has no small-business VAT threshold# Source: Agencia Tributaria - Tipos impositivos en el IVA · PwC Worldwide Tax Summaries - Spain: Other taxes
Invoicing softwareVerifactu-compliant billing software is required from 1 January 2027 for companies and 1 July 2027 for the self-employed; B2B e-invoicing follows from about late 2027# Source: Legal Today - Nueva prórroga Verifactu: no será obligatorio hasta 2027 · Spendesk - Factura electrónica B2B obligatoria en España: RD 238/2026
Annual accountsApprove within 6 months of year-end and file at the registry within 1 more month; corporate tax return (Modelo 200) by 25 July for calendar years; audit only above 2 of €2.85M assets, €5.7M turnover and 50 staff# Source: Real Decreto Legislativo 1/2010, Ley de Sociedades de Capital (consolidated)
US tax treatySigned 1990; the 2013 protocol has applied since 27 November 2019 — dividends 15%, 5% (10%+ holding) or 0% (80%+); the US still taxes its citizens# Source: Treasury Announces Entry into Force of Tax Treaty Protocols with Japan and Spain (US Treasury) · PwC Worldwide Tax Summaries - Spain: Withholding taxes
US tax on your companyGILTI became NCTI from 2026; the high-tax exception needs an effective rate above 18.9% — 25% usually clears it, the 15% new-company and startup rates and 19–21% micro rates may not# Source: 26 U.S.C. s.951A (Office of the Law Revision Counsel) · Greenback Tax Services - GILTI high-tax exception
US filings for a Spanish companyForm 5471 for US officers, directors and 10%+ shareholders, plus FBAR if you have signature authority over company accounts# Source: IRS - About Form 5471
US entity classificationAn SL can elect to be disregarded or a partnership for US tax (Form 8832); an SA is always a corporation# Source: eCFR - 26 CFR 301.7701-2 (per se corporations list)

Download these facts (CSV)

Not American?

Canadians, Australians, Brits and other non-EU citizens: the same rules apply

Spanish company law is the same for every foreign founder, so Canadians, Australians, New Zealanders and Brits register a company exactly as described here. Only a few points differ:

  • Canada
  • Australia
  • New Zealand
  • United Kingdom
  • Japan
  • South Korea
  • + other visa-free countries
Living in SpainA company does not give you residence — non-EU founders need an entrepreneur, self-employment or digital nomad permit.
Tax treatyThe US treaty cuts dividend withholding from 19% to 15%, 5% or 0%. Other countries' treaties set their own rates.
Home-country taxUS citizens are taxed on worldwide income and have extra filings (Form 5471, FBAR, NCTI).
Documents from abroadNeed an apostille; the US, Canada (since 11 Jan 2024), the UK, Australia and NZ issue them. Add an official Spanish translation.Source: HCCH: Apostille Convention status table

At a Glance

Spanish Company Formation in Numbers

€1Minimum capital of an SL (since 2022)
25%Standard corporate tax (23% under €10M turnover in 2026)
15%New companies, first 2 profitable years
21%Standard VAT rate

Why Spain

Why Americans Register Companies in Spain

Spain is the EU's 4th-largest economy, with 49.8 million residents and about 97 million international visitors a year. Formation is cheap and can be done online, the SL needs almost no capital, and new companies and certified startups pay 15% for their first profitable years. The Canary Islands' ZEC regime offers 4% on qualifying income.

The trade-offs: no small-business VAT threshold, employer social security of about 30%, mandatory Verifactu billing software from 2027, and US owners face NCTI and Form 5471.

Business Structures

Which Entity Type Is Right for You?

Most Common

Limited Company

Sociedad Limitada (SL)

One or more owners; capital from €1, fully paid in. Can elect its US tax classification.

Min. capital
€1
Formation
Online via CIRCE
Simplified

New Enterprise Company

Sociedad Limitada Nueva Empresa (SLNE)

Capital €3,000–120,000, up to 5 individual founders, simplified bylaws — little used since the €1 SL.

Min. capital
€3,000
Larger Businesses

Public Limited Company

Sociedad Anónima (SA)

€60,000 minimum capital, 25% paid at formation; a sole director is allowed. Always a corporation for US tax.

Min. capital
€60,000
Sole Traders

Self-Employed

Autónomo

Register with the tax agency and Social Security; €80 a month for the first year, then about €200–605 by income. Non-EU nationals need a permit that allows self-employment.

Liability
Unlimited

Corporate Tax

Spain's Corporate Tax in 2026

ItemRate
General corporate tax (IS)25%
Turnover under €10 million23% in 2026, falling to 20% by 2029
Turnover under €1 million19% on the first €50,000, 21% above (17% / 20% from 2027)
New companies15% for the first profitable year and the next
Certified startups (Law 28/2022)15% for up to 4 years
Canary Islands ZEC4% on qualifying income
Dividend withholding (non-residents)19% (US treaty 15% / 5% / 0%)

Corporate Tax Law as amended by Law 7/2024. Source: PwC Tax Summaries: Spain

R&D spending earns a 25% credit (42% on the increase over the previous two years), and technological innovation 12%.

The Beckham regime for relocating founders

24% on employment income up to €600,000 (47% above) for the year of arrival plus 5 years, if you were not resident in the previous 5 years and move for a job, remote work (incl. the digital nomad visa), a directorship or an innovative business — not for non-lucrative visa holders. Optional: file Modelo 149 within 6 months of starting work. Directors qualify with under 25% of the company, unless it is a certified startup.

US citizens & Green Card holdersUS tax obligations for Spanish company owners

US citizens and Green Card holders are taxed on worldwide income. Form 5471 for US officers, directors and 10%+ shareholders, plus FBAR if you have signature authority over company accounts. GILTI became NCTI from 2026; the high-tax exception needs an effective rate above 18.9% — 25% usually clears it, the 15% new-company and startup rates and 19–21% micro rates may not.

Step by Step

How to Register a Company in Spain

  1. Get NIEs

    No residence or nationality rule for directors or shareholders, but each needs a NIE (or a NIF for a foreign company). Apply at a Spanish consulate in the US or in Spain.

  2. Reserve the name

    Reserves the name for 6 months, but must be used for the deed within 3 months. Certificate from the Central Mercantile Registry for about €15.

  3. Provisional NIF and bank account

    The tax agency (AEAT) issues a provisional NIF before the deed so the bank account can be opened, and the final NIF after registration. Deposit the capital and get a bank certificate.

  4. Sign the deed

    Before a Spanish notary, in person or through a power of attorney.

  5. Register

    At the provincial Registro Mercantil — the registry has up to 15 business days, or hours online through CIRCE with standard bylaws. Formation is exempt from stamp duty; file Modelo 600.

  6. Tax and Social Security

    Register for tax on Modelo 036, then register directors and employees with Social Security.

Want to live in Spain and run the company? See the startup guide for the entrepreneur permit.

Costs & Fees

What Does It Cost to Register a Company in Spain?

Cost itemNotesAmount
Name certificateCentral Mercantile Registryabout €13–17
Notary deedDepends on capital, partners and bylawsabout €150–600
RegistryVaries by provinceabout €40–200
Share capitalSLfrom €1
Stamp dutyFormation is exempt€0
Gestoría formation packageOptional, plus notary and registryabout €300–1,500

Estimates for 2026. Source: Legálitas: SL formation costs

After Registration

Post-Registration Requirements

  • Annual accounts and tax return

    Approve within 6 months of year-end and file at the registry within 1 more month; corporate tax return (Modelo 200) by 25 July for calendar years; audit only above 2 of €2.85M assets, €5.7M turnover and 50 staff.

  • VAT returns

    Quarterly Modelo 303 (monthly for large companies on SII); 21% standard, 10% and 4% reduced; Spain has no small-business VAT threshold.

  • Corporate tax prepayments

    Modelo 202 in April, October and December — certified startups are exempt in their first 2 profitable periods.

  • Billing software

    Verifactu-compliant billing software is required from 1 January 2027 for companies and 1 July 2027 for the self-employed; B2B e-invoicing follows from about late 2027.

  • Beneficial owners

    Recorded in the Ministry of Justice central register (RCTIR) since September 2023.

  • Employer social security

    Employers about 30.65% plus accident cover; employees 6.50% (2026).

Expert Notes

What Americans Should Know Before Registering in Spain

  • The 15% rates and NCTI

    The 25% standard rate usually clears the 18.9% US high-tax threshold — but the 15% new-company and startup rates and the 19–21% micro rates may not. Plan with a US adviser.

  • Check-the-box early

    An SL can elect to be disregarded or a partnership for US tax (Form 8832); an SA is always a corporation.

  • Banking

    Spanish banks report US-person accounts under FATCA, so expect a W-9 and extra checks when opening an account.

  • A company does not give you residence

    Non-EU founders need an entrepreneur, self-employment or digital nomad permit.

Registering a Spanish company is right for you if…

  • You want a low-capital EU company with access to a large domestic market.
  • You can budget for an accountant (gestoría) and Verifactu billing software.
  • You have US tax advice on Form 5471, NCTI and check-the-box.
  • You have a residence plan if you will live in Spain.

We work with Spanish lawyers and gestorías who set up companies for American founders and coordinate with US tax advisers.

FAQ

Frequently asked questions

How much capital does a Spanish SL need?

€1 since Law 18/2022 (in force 19 October 2022), fully paid in. Below €3,000, 20% of profits must go to a legal reserve and founders are liable for the shortfall up to €3,000 on winding up.

Do I need to live in Spain to own or run a Spanish company?

No. There is no residence or nationality rule for directors or shareholders, but each needs a NIE (or a NIF for a foreign company).

What is the corporate tax rate in Spain?

25% standard. In 2026, companies under €10 million turnover pay 23% and under €1 million 19% on the first €50,000 and 21% above. New companies pay 15% for their first 2 profitable years, certified startups for up to 4.

Is there a VAT threshold for small businesses?

No. Spain has no small-business VAT exemption threshold — most businesses charge VAT from the first sale.

Is stamp duty due when forming a company?

No. Company formation is exempt; you only file Modelo 600.

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Written by US GO EU Team SpainResearched from official Spanish sources · How we research and update

✓ Facts verified 28 September 2026

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