Company Formation & Entity Setup in Spain

SL and SA incorporation, notarial deed, Commercial Registry filing, and post-formation compliance setup.

Spain Reviewed September 2026

Currency

EUR

Legal forms

SL · SA

Minimum share capital

SL: €1 statutory minimum (€3,000 common in practice) · SA: €60,000

Registration body

Commercial Registry (Registro Mercantil), often via the CIRCE one-stop system

Formation timeline

2–6 weeks for an SL with standard bylaws

Corporate tax rate

25% standard · 23% for SMEs under €10M turnover (2026, reducing to 20% by 2029) · 15% for new companies, first 2 profitable years

Talk to a Spain formation expert

How company formation works in Spain

Spain applies a corporate tax system tiered by company size and age, alongside a social security framework where employer contributions consistently rank among the highest in the EU. The standard corporate rate of 25% gives way to lower rates for SMEs and newly created companies, but payroll cost is the more material planning variable for most market entrants.

Discuss your Spain market-entry structure

Matched to your business objective

SL

Liability

Limited to company assets

Min. capital

SL: €1 statutory minimum (€3,000 common in practice) · SA: €60,000

The standard vehicle for an operating subsidiary of a foreign company — the default choice for most market-entry engagements in Spain.

SA

Liability

Limited to company assets

Min. capital

SL: €1 statutory minimum (€3,000 common in practice) · SA: €60,000

Used for larger operations, more formal governance needs, or entities seeking to raise capital publicly.

Branch

Liability

None separate — the foreign parent company bears full liability

Min. capital

None — no separate capital requirement

Useful for testing the Spain market before committing to a subsidiary, or for keeping a single legal entity across borders. Creates a taxable presence — profits are generally taxed in Spain.

Representative office

Liability

N/A — not a registered legal entity in most cases

Min. capital

None

For market research and liaison activity only — cannot sign contracts, invoice, or trade locally in most jurisdictions.

Get a structure recommendation

What it takes to register, and how long

Formation runs through the Commercial Registry (Registro Mercantil), often via the CIRCE one-stop system, typically taking 2–6 weeks for an SL with standard bylaws.

  • Employer social security contributions — of roughly 30–31% of gross salary, among the highest in the EU
  • Contribution group classification — (11 official categories) determining minimum contribution bases regardless of actual salary
  • Intergenerational Equity Mechanism (MEI) — a pension-sustainability contribution increasing annually through 2029
  • Collective bargaining agreements — frequently setting sector-specific minimums above statutory floors
Plan your formation timeline

Frequently asked questions

Why is the SL capital requirement now only €1?
Spain's 2022 "Crea y Crece" law removed the previous €3,000 statutory minimum for SL companies, though many founders and banks still treat €3,000 as a practical benchmark for credibility and to avoid mandatory legal-reserve allocations below that threshold.
Why are Spanish employer social security contributions so high?
At roughly 30–31% of gross salary, Spain's employer contributions are structurally among the highest in the EU, funding healthcare, pensions, unemployment and training. The Intergenerational Equity Mechanism (MEI) adds a further, gradually increasing component through 2029.
How does the EU Blue Card threshold work in Spain?
Since Order PJC/44/2026, the threshold is set at 1.4 times the average gross annual salary published by Spain's National Statistics Institute (INE). For 2026, this is €39,269.92; a reduced threshold of €31,415.94 applies to shortage-occupation roles and recent graduates.
How long does SL incorporation take?
Typically 2–6 weeks end to end, covering name reservation, notarial deed, Commercial Registry filing and bank account setup; expedited routes via the CIRCE one-stop system can reduce this when standard bylaws are used.

Talk to a Spain formation expert

The structural cost of Spanish payroll is well understood by specialists but frequently underestimated by companies budgeting from headline salary figures alone. A single governance layer that models total employment cost from the outset prevents this gap from surfacing only after the first payroll cycle.