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Spain
Company Formation

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Overview

Spain offers two key entry routes for foreign investors: the Sociedad Limitada (SL)—a limited liability company ideal for subsidiaries (even within multinational groups)—and the establishment of a branch office, a permanent presence of a foreign company legally registered in Spain.

Highlights

Branches do not require paid-up capital.

SLs can hire staff.

Meeting in the office.

Spanish Sociedad Limitada and Branches

Sociedad Limitada -SL- requires a minimum share capital of €3,000 and enjoys limited liability.
SLs can be set up as standalone companies or as subsidiaries of a multinational group.
They must submit annual financial statements (balance sheet, P&L, etc.) to the Mercantile Registry.
Corporate tax for SLs is 25%, plus VAT of 21% on taxable sales.
SLs can hire staff, enter into contracts, and operate autonomously under Spanish law.
A branch office is not a separate legal entity but a permanent establishment of the foreign parent.
Branches do not require paid-up capital, but must appoint a resident legal representative.
They pay 25% corporate tax on Spanish profits and must file parent company’s accounts and tax returns.
Parent company remains fully liable for branch obligations in Spain.
Branches must register with the Commercial Registry and apply for a Spanish tax ID.

Requirements and Procedures

For an SL (subsidiary or standalone):
  • Reserve a unique company name via the Commercial Registry.
  • Obtain NIEs for non-resident directors or shareholders.
  • Open a Spanish bank account and deposit the €3,000 share capital; obtain a bank certificate.
  • Draft company bylaws (articles of association).
  • Sign the public deed of incorporation before a notary.
  • Register the company at the Mercantile Registry (typically within 2–4 weeks).
  • Apply for a Tax ID (CIF/NIF) and register for VAT and corporate tax.
  • Register with Social Security authorities if hiring staff.
  • File annual accounts and corporate tax returns.
  • Optionally appoint external auditors if size thresholds are met.
For a branch office:
  • Board resolution approving the branch and appointing a Spanish legal representative.
  • Apostille and translate the parent company’s deed, bylaws, and certificate of good standing.
  • Public deed formalization before a Spanish notary.
  • Register at the Mercantile Registry with all documentation.
  • Obtain NIE/CIF and VAT registration for the branch.
  • Open a Spanish bank account in the branch’s name.
  • Register with tax authorities (quarterly VAT filings and corporate tax).
  • Register with Social Security if staff are employed.
  • File corporate and tax returns (tax plus certificate of parent’s accounts).
  • Maintain accounting records in Spain.

How Charfort can help you?

Guidance on choosing between an SL subsidiary or branch office based on your business goals.
Full name reservation and compliance checks via the Mercantile Registry.
Assistance obtaining NIEs, CIF, VAT registration, and bank account setup.
Preparation and review of bylaws, board resolutions, and public deeds.
Apostille and professional translation of required foreign documents.
Filing with the Commercial Registry and notification to relevant authorities.
Ongoing compliance support: tax filings, VAT, and social security.
Drafting legal and employment documentation in full compliance with Spanish law.
Coordination with auditors and accountants for annual reporting.
Multilingual assistance (EN/ES) and support tailored for subsidiaries of multinational clients.
Business people outside the office.

Frequently asked questions

Everything you need to know about the process.

Contact us today

Charfort assists international clients in obtaining residence and citizenship under the respective programs. Contact us to arrange an initial private consultation.

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