How to create a Sociedad Limitada, step by step

Setting up a Sociedad Limitada (SL) in Spain follows a well-defined process with very specific steps. Follow them in order and you can have your company up and running in a matter of days. This is the complete step-by-step guide.

Step 1: Get the company name certificate

First, check that nobody else is already using the name you want. You request a negative company name certificate (certificación negativa de denominación social) from the Central Mercantile Registry: you can propose up to five names in order of preference, and they confirm which one is available. Once granted, the name is reserved for six months. It costs around €17 and online requests are usually resolved within 24-48 hours.

Step 2: Open the bank account and deposit the capital

With the name certificate, open a bank account in the name of the company being formed and deposit the share capital. Since Law 18/2022 (“Crea y Crece”), the minimum capital for an SL is €1 (previously €3,000). The bank will issue a deposit certificate that you will need at the notary.

One important nuance: if you incorporate with less than €3,000 of capital, the law requires at least 20% of annual profit to go to the legal reserve until capital plus reserve reach €3,000. Moreover, if the company is liquidated without enough assets, shareholders are jointly liable for the shortfall. That is why many companies still incorporate with €3,000: it signals stronger solvency to banks and suppliers.

Step 3: Draft the articles of association

The articles (estatutos sociales) are your company’s internal rules: name, corporate purpose, registered office, capital, how shares are structured, the management system (sole director, joint directors), and profit distribution. You can use officially approved standard articles (cheaper and faster) or commission custom articles if there are several shareholders or special agreements. With multiple shareholders, signing a shareholders’ agreement covering entries, exits and decision-making is highly recommended.

Step 4: Sign the deed before a notary

The shareholders appear before a notary with the name certificate, the bank certificate, the articles and their IDs. There the public deed of incorporation (escritura pública de constitución) is signed. Notary fees for a standard SL run around €150-300; for online incorporation, with no legal entities among the shareholders and standard articles, it can drop to about €60.

Step 5: Get the provisional tax ID (NIF)

With the deed, you request a provisional NIF from the Tax Agency by filing form 036. Incorporation is subject to Transfer Tax (Corporate Transactions) but is currently exempt, so this step has no tax cost.

Step 6: Register the company in the Mercantile Registry

Within one month of signing the deed, the company must be registered in the Mercantile Registry of the province of its registered office. Only then does the SL acquire full legal personality. Registry fees run around €150-300 and publication in the BORME (official gazette) about €60-100.

Step 7: Definitive NIF and start of activity

Once registered, return to the Tax Agency with form 036 to obtain the definitive NIF and complete census registration (alta censal). After that come Social Security registration (for the director and any employees) and municipal licences if your activity requires them.

How long does the whole process take?

Through the traditional in-person route, 15 to 30 days. Online, via the CIRCE/PAE network (one-stop business creation points), it can be completed in about 5 business days.

Informational content updated October 2026. This is not legal or tax advice: consult a professional for your specific case.