The end-to-end legal process for starting a company in Spain as a foreigner. Autónomo vs SL, NIE, tax, timelines and the mistakes that cost expats time and money — all in plain English.
Setting up a business in Spain is one of the clearest examples of how Spanish bureaucracy punishes people who don't know the order of steps. Get the structure wrong at the start — autónomo when you should be an SL, SL when you should be autónomo — and the cost shows up months later in tax, liability and administrative drag.
This guide walks through the full process as we handle it for international founders: choosing the right structure, getting your NIE for business purposes, registering with Hacienda and Social Security, incorporating the company if you're going the SL route, opening a business bank account, and staying compliant from month one.
It's written for people coming from the UK, the US, Ireland, Canada, Australia and the EU — founders, freelancers, consultants, remote workers moving onto a Digital Nomad Visa, property investors setting up a holding structure, and expats formalising side income that has quietly turned into a real business.
Where you see a link, that's a dedicated page on the specific topic — IVA registration, corporate tax, hiring, the autónomo cuota, the Beckham Law — so you can go deep wherever you need to.
Every step of the setup is scoped and quoted in writing before we begin. No hourly surprises, no undefined extras, no open-ended retainer.
Before you choose a structure, it helps to understand the rules of the game. Spain's business law sits across several overlapping systems — civil code, commercial code, tax law, Social Security law and, for foreigners, the Foreign Investment Act. None of them talk to each other cleanly.
Spain operates under a civil-law tradition inherited from Roman and Napoleonic law. That means contracts, corporate formation and fiduciary duties are governed by codified statutes — the Código Civil, the Código de Comercio, and, for limited companies, the Ley de Sociedades de Capital. There is far less case-law flexibility than expats are used to in the UK, US or Australia.
The practical consequence is that clever contract drafting matters less and statutory compliance matters more. If the law says your articles must contain X, no amount of creative wording will save you later. We draft to the statute, not around it.
Anything of legal weight in Spain — incorporating a company, buying property, granting powers of attorney, executing a will — is formalised before a notario. The notary is a public official who reviews the deed, confirms the parties' identities, and gives the document fe pública (public faith).
For business formation, this means your SL doesn't exist until the escritura de constitución is signed at a notary and registered at the Mercantile Register. We co-ordinate the entire sequence — drafting, NIE verification, power of attorney, capital deposit, notary booking — so it runs in a week rather than a month.
Every Spanish business interacts with Hacienda (the tax agency) and Tesorería de la Seguridad Social (Social Security). They share data but they are not the same body. An autónomo registers with both on the same day but pays them differently and on different deadlines.
Miss a deadline with Hacienda and you get a requerimiento with a surcharge. Miss one with Social Security and your cuota accrues with interest and can block renewals of residency. We keep the two calendars running in parallel for every client.
Non-EU investors forming or acquiring a Spanish company have post-investment reporting obligations under Real Decreto 664/1999 and Ley 19/2003. The core instrument is Modelo D1A, filed with the Registro de Inversiones at the Ministry of Economy.
For most expat founders the filing is straightforward, but the window is one month from capital deposit and there are materially higher reporting thresholds for investment from tax-haven jurisdictions. We handle the filing as part of any SL formation for non-EU clients — it's not an optional extra.
The right structure depends on your income, liability, visa situation and where your clients are based. Getting this right on day one saves you rebuilding the whole thing in year two.
The fastest, lightest structure. Ideal for freelancers, consultants and remote workers billing clients directly. Low setup cost, simple registration, but full personal liability and tiered Social Security from year one.
Spain's equivalent of a UK Ltd or US LLC. €3,000 minimum capital, separate legal personality, cleaner liability protection, and the right choice if you're hiring, raising investment, or protecting significant revenue.
For established international businesses that want a Spanish presence without forming a new entity. Requires tax registration, a legal representative and ongoing compliance — but keeps the parent structure intact.
Used by international investors to hold Spanish real estate, intellectual property or investment portfolios. Tax treatment is technical — this is the structure most likely to need tailored advice before incorporation.
A specialist SL for regulated professions — medicine, law, architecture, engineering. Mandatory for certain activities and governed by a separate legal regime that must be drafted into the articles.
A contractual partnership between two or more autónomos. Simpler than an SL, but each partner remains personally liable and the tax transparency can create surprises if one partner is non-resident.
We run every setup the same way. You get a written scope, a named lead contact, and a clear sequence of milestones — no mystery invoices, no ghosting between stages.
One hour with a bar-registered solicitor. We map your revenue, clients, visa status, family situation and three-year plan onto the right structure. You leave with a written recommendation.
If you don't have an NIE for business purposes, we handle the application. We also prepare powers of attorney so the rest can be done remotely if you're not yet in Spain.
For an SL: name reservation, bank capital deposit, notary drafting, escritura signing, Mercantile Register filing. For autónomos: Modelo 036, Social Security affiliation, epígrafe selection.
CIF/NIF activation at Hacienda, business bank account opening, IVA registration if applicable, ROI for intra-EU clients, and configuration of the digital certificate for online filings.
We set up your invoice templates, quarterly tax calendar, and — if you want — introduce you to a trusted gestor for ongoing monthly accounts. You leave the setup already prepared for the first Modelo 303.
After go-live, most clients keep us on a light retainer for contracts, disputes, hiring, director changes and cross-border matters. The day-to-day bookkeeping sits with a gestor; the legal work sits with us.
The single most important decision is the structure. This table summarises where each option typically makes sense. Your situation may sit in the margins — the structure call is where we calibrate.
These are representative of the cases we handle every week. Names and details are illustrative, but the pattern of problems — and the right structure — is consistent.
The situation. Earning £90k/year from two UK clients, just landed in Valencia on a DNV. They don't know whether to stay as a UK sole trader or register as autónomo in Spain.
How we'd handle it. DNV requires Spanish activity registration. We register the autónomo the week of arrival, keep the UK company for historical contracts, and file the UK/Spain double-tax treaty position to avoid double-taxed income in year one.
The situation. A Delaware LLC with 7-figure turnover wants a Spanish SL as the EU holding and logistics hub — warehousing in Málaga, fulfilment across the EU.
How we'd handle it. SL formation with non-EU shareholder, Modelo D1A filing, intra-EU VAT (ROI), warehouse lease reviewed, and a commercial-services agreement drafted between the LLC and the SL to set transfer pricing on a defensible basis.
The situation. Owns four apartments in Costa del Sol personally. Rental income is creeping past the point where personal ownership is tax-efficient, and he's considering a property-holding SL.
How we'd handle it. Pre-incorporation tax modelling: capital gains on property transfer, annual IS vs IRPF rates, inheritance implications for his children. We only recommend the SL route where the five-year projection is clearly better net of transfer costs.
The situation. Moving to Barcelona with two young children on the Non-Lucrative Visa. Plan to launch a marketing agency six months in — but the NLV prohibits economic activity.
How we'd handle it. Structured NLV-to-residency plan: NLV in year one, modification to residency with work authorisation at renewal, then register the SL with both spouses as administrators. Sequencing matters more than speed.
Most of these are recoverable — but each one costs weeks of back-and-forth with Hacienda and Social Security. All of them are avoidable with a structured setup.
Non-Lucrative Visa holders cannot work in Spain. Registering autónomo creates a direct compliance conflict and can jeopardise your next renewal. If you need to work, the visa has to change first.
The IAE code sets your tax treatment, IVA regime and Social Security contribution base. Pick the wrong one and you'll be filing the wrong Modelos for the wrong activity — a nightmare to unwind retrospectively.
The €3,000 minimum capital is not a prepaid expense. It sits in the company balance sheet. Founders who immediately withdraw it as 'salary' in month one create accounting issues and potentially insolvency triggers.
Non-EU investors in a Spanish company must file Modelo D1A within one month. Skipping it technically renders the investment unregistered — an issue that only surfaces when you try to sell, distribute dividends or refinance.
Hacienda will not accept a personal bank account for company operations. Every autónomo and SL needs a dedicated business account with clean payment/invoice records from day one.
If you have EU B2B clients, you need an intra-EU VAT number. Billing without one forces Spanish IVA on invoices that should be zero-rated — then spending months reclaiming from your clients.
This is how the calendar actually runs for a typical international founder going the SL route, starting from the moment you sign our engagement letter.
Written scope, fixed fee confirmed, structure decision recorded. You receive a document checklist and the power of attorney template.
If NIE is needed, appointment booked. In parallel, the company name certificate (certificación negativa) is requested from the Central Mercantile Register. Usually returned within 72 hours.
Business bank account opened, €3,000 capital deposited, bank issues the deposit certificate. In parallel, we draft the escritura de constitución and articles of association.
Directors sign the escritura at the notary, either in person or via power of attorney. Notarial deed issued the same day.
Deed filed at the Mercantile Register. Once returned, we file the Modelo 036 to activate the CIF and any relevant IVA/ROI registration with Hacienda.
Company is fully operational. First invoices can be raised, employment contracts signed, and the compliance calendar for the first quarterly IVA and IS filings is set up.
Spain is a federal tax system — autonomous communities set their own rules on top of national law. Where you base your company or register as autónomo has real commercial consequences.
Lowest regional top-ups on personal income tax and the most business-friendly wealth tax treatment. The default choice for holding companies and high-earning directors. Strong notary and Mercantile Register infrastructure — registrations move quickly.
Highest personal income tax surcharges and a live wealth tax regime. Still dominant for tech startups, international trade and EU-facing operations. Company formation is straightforward; personal taxation of directors needs modelling.
Competitive wealth tax position and a booming foreign-investor economy. Excellent for property-holding SLs and expat-focused service businesses. Málaga has become one of Spain's fastest-growing digital-nomad hubs.
Middle-ground tax treatment. Growing ecosystem of international founders, lower office and living costs than Madrid or Barcelona. Valencia and Alicante have efficient Mercantile Registers and a solid gestor network.
The ZEC regime offers a reduced 4% corporate tax rate for qualifying companies — subject to substance, investment and employment requirements. Viable for genuine operations; not a letterbox solution. Separate VAT system (IGIC, not IVA).
Separate tax systems (foral regimes) with their own corporate tax rules. Can be advantageous for specific industries. Generally only relevant if you're actually based there — not a shopping option.
Spain is full of people who will help you register a business. What's rare is a team that understands how your UK, US, Irish, Canadian or Australian background interacts with the Spanish tax and corporate system — and can hold the whole setup together without dropping pieces.
Our Business & Corporate team is made up of bar-registered Spanish solicitors, tax specialists and corporate paralegals who work exclusively with English-speaking clients. You get a named point of contact, a written scope, and a fixed fee for everything within scope.
Book a structure call with a bar-registered Spanish business specialist. Written scope, fixed fee, clear timeline — and you leave with a real plan, not a sales pitch.
Get tailored legal advice from our English-speaking team in Spain. We respond within 24 business hours.