Legal services
Company formation in Spain
Do you want to do business in Spain and intend to set up a Spanish company? Our law firm Ribas Brutschy Abogados in Karlsruhe has extensive experience both in the formation of companies in Spain and in the establishment of Spanish subsidiaries or branch offices of an existing company in Germany or Spain.
We have summarised all the important information regarding setting up a company in Spain for you
Our service for you: Company formation in Spain
- We have summarised all the important information regarding setting up a company in Spain for you
You must consider these special features when setting up your business
Starting a business in Spain – Which company type should it be?
- Private Limited Company (Ltd)
- A few important questions about this in
Overview: - Sole Trader
- Civil Society
- Public Limited Company (PLC)
S.L. or S.A. in Spain? - The Sociedad de Responsabilidad Limitada (S.L.)
- The Sociedad Anónima (S.A.)
Our advice on company formation - Company formation: Apply for an S.L. or S.A. in Spain
You must consider these special features when setting up your business
EU freedom of establishment also makes it possible to set up a company in Spain. However, being aware of the key differences to consider – such as liability issues, incorporation effort, tax regulations, disclosure obligations, and much more – can help determine the future success of the business from an early stage.
Therefore, when starting any company, the respective advantages and disadvantages of the legal forms should be examined in the minutest detail.
Setting up a business in Spain - Which company type should it be?
In principle, a distinction is made between unincorporated and incorporated companies in Spain, just as there is in Germany. The following corporate legal forms are generally possible in Spain and are presented below as an exemplary overview. Tax and social security matters are not considered in the following overview.
1. Private Limited Company (Ltd)
The Spanish SL is comparable in its legal form to the German Gesellschaft mit beschränkter Haftung. One difference, however, is the low minimum share capital of EUR 3,000, for example.
Thanks to its low starting capital, it is an ideal alternative to a German GmbH, which requires a
has share capital of EUR 25,000.
Since the European Court of Justice established the incorporation theory rather than the real seat theory as binding for all EU countries, a Spanish SL can operate in Germany without conversion.
Under Law 14/2013 on support for entrepreneurs and their internationalisation in Spain, which entered into force on 28 September 2013, a series of facilitation measures for entrepreneurs in Spain were passed.
Not only do non-European investors receive a residence permit for an investment starting from €500,000, but domestic small businesses are also supported.
Here is a summary of a few important questions on this:
Who can set up a Spanish SL?
In principle, both EU citizens and non-EU citizens can set up a company. The managing director must apply for a N.I.E. – Número de Identificación de Extranjeros (foreigner identification number).
What is the minimum share capital?
The minimum share capital must be at least 3,000 euros and must be paid into the company account at the time of incorporation.
When is the share capital available again?
Following notarisation of the company by the notary (Escritura) and registration in the Commercial Register, the share capital can be disposed of.
Can I also do business in Germany with a Spanish SL?
Yes – under EU regulations, a Spanish SL can be fully utilised throughout Europe.
What about the liability?
The company's liability is limited to its share capital. There is complete protection against liability and risk for shareholders and managing directors.
What restrictions apply to naming?
In principle, there are no restrictions. The name can be chosen freely.
However, no German suffix such as Gesellschaft mit beschränkter Haftung or Aktiengesellschaft may be used in the company name. Three proposed names must be submitted. It is then checked in Madrid which name is still available and free to use.
Reservation of company names
Before setting up a Spanish SL or if a name change for an existing company is requested, it must be checked with the Registro Mercantil (Companies House) whether the company name in question is available.
How long does it take to set up an S.L.?
From name registration in Madrid to entry in the Commercial Register takes between 2 and 3 months.
When will I receive the extract from the commercial register?
This can take up to 3 months.
Is there a mandatory physical presence required to set up or purchase a Spanish S.L. in Spain?
Presence is not required for either establishment or transfer in Spain.
How many shareholders can an S.L. have?
At least one shareholder (S.L. unipersonal). There is no upper limit.
Where must the registered office of the company be located?
The registered office can be located anywhere in Spain.
What advantages can buying a property through an S.L. bring?
When purchasing through an S.L., the buyer can remain in the background. The land register records the name of the company, registration number, tax number of the S.L., the original founder and the managing director. What is not recorded is the current owner of the company shares, i.e. the actual beneficial owner.
What order should be followed when purchasing a property through an S.L.?
It is advisable to set up the S.L. first and then make the purchase through it. The crucial factor is that the property was purchased by a company rather than a private individual. Furthermore, if a property is transferred to an S.L. at a later date, additional transaction costs, namely transfer costs, will be incurred.
Does German competition law also apply to a Spanish S.L.?
German regulations do not apply to a Spanish S.L. because the Spanish S.L. falls under Spanish law.
Sole Trader (Self-Employed)
The „Empresario Individual or Autónomo“ is comparable to the sole proprietorship in Germany. This form of business is frequently chosen by tradespeople or lawyers. With this form of business, a single person is responsible for all of the company's economic activities.
3. Civil Society
The Sociedad Civil can be compared to the German civil law partnership (BGB-Gesellschaft). It is established by at least two partners, with each partner being liable with their personal assets for any losses incurred by the business. No minimum capital is required for its establishment.
4. Public Limited Company (PLC)
The S.A. is the Spanish form of a public limited company. It can be founded by one or more shareholders. To set up an S.A., a minimum starting capital of 60,000 euros is required, of which at least 25 per cent must be paid in. The memorandum of association must be notarised, and the company must be entered in the commercial register. Setting up an S.A. is particularly recommended if there are many shareholders involved in the company, or if the investment amount is very high.
S.L. or S.A. in Spain?
In principle, a distinction is made between unincorporated and incorporated companies in Spain, just as there is in Germany. The following corporate legal forms are generally possible in Spain and are presented below as an exemplary overview. Tax and social security matters are not considered in the following overview.
The Sociedad de Responsabilidad Limitada (S.L.)
It is particularly popular with entrepreneurs in Spain and across Europe due to its limited liability and low minimum capital requirement of €3,006.
Upon incorporation, conducting a name availability search with the central commercial registry is required first. The registry checks for potential risks of confusion with already existing companies. Later, a bank account is opened in the name of the company to be incorporated, the application for a Spanish tax number for the shareholders (NIE) is made at the tax office, the company bylaws are drawn up, the deed of incorporation is notarised, the company's tax number (NIF) is applied for, the incorporation taxes and costs (such as the notary, commercial register) are paid, and finally the company is registered in the local commercial register.
The Sociedad Anónima (S.A.)
There is only one form of traditional Spanish public limited company: the Sociedad Anónima (S.A.). A single shareholder is sufficient to incorporate an S.A. The share capital, which must be at least EUR 60,101, must be fully subscribed at the time of incorporation, with at least 25 % of this amount paid up. The memorandum of association, known as the ‘Escritura’, must be certified by a notary, and the S.A. must be registered in the Commercial Register (Registro Mercantil). Forming an S.A. is particularly suitable where there is a large number of shareholders or where a high level of investment is required. Commercial law provides for an organisational structure comprising a general meeting (Junta General), management (Administrador(es)) and a supervisory board (Consejo de Administración).
Company formation: Apply for an S.L. or S.A. in Spain
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European Order for Payment Procedure
European national borders are no obstacle for us. Should you therefore have difficulties in persuading European business partners to pay on time, please feel free to contact us. We are familiar with the hurdles and challenges of enforcement proceedings abroad in Europe and will professionally handle the cross-border recovery of your claims.
This simplified EU court procedure can be used if you are claiming solely the payment of a sum of money from the defendant. A further prerequisite is that it is a cross-border case (applicable in civil and commercial matters, regardless of the nature of the court or tribunal).
If your debtor has their residence or habitual residence in another EU member state, you can initiate a European Order for Payment procedure. This does not apply to Denmark.
Depending on the amount of your claim, this is
– a European Order for Payment procedure for claims amounting to €2,000
– a European Small Claims Procedure for claims under €2,000.
This enables you to enforce cross-border claims more easily, more quickly and at a lower cost.
If you are unsure whether the procedures are suitable in your case, use the following assistant on the European e-Justice Portal.
The order obtained through the European Order for Payment procedure is recognised throughout the EU except in Denmark.
Alternatively, you can still assert your claim through conventional national court proceedings (civil action, dunning procedure) and enforce it against your debtor abroad on that basis.
Apply for European enforcement proceedings
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ErbKompass by Ribas
The ErbKompass by Ribas provides initial guidance on all matters relating to provisions, inheritance and estate administration. It brings together key topics such as wills, certificates of inheritance, compulsory portions, estate administration, cross-border inheritances between Germany and Spain, and digital estates.
Identification number
for foreigners in Spain
Our service for you: Apply for a NIE/NIF number
We, Ribas Brutschy Abogados from Karlsruhe, are applying for your NIE/NIF number. Please fill out the following form.
We will of course inform you immediately before applying and bindingly ordering about prices, duration and procedure.
Identification number for foreigners in Spain (NIE / NIF) Apply for a number
Land registry extract Spain
We at the law firm Ribas Brutschy Abogados in Karlsruhe are requesting a current land registry extract for you. Please fill out the following form. We will of course inform you immediately before requesting and bindingly commissioning the service regarding prices and duration.
Apply for a land registry extract in Spain
Information about the property
Your points of contact
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Apply for a trade register extract in Spain
Ribas Brutschy Abogados requests a trade register extract for you regarding a Spanish company (S.L. or S.A.). Please fill in the following form. We will of course inform you immediately before applying and binding engagement regarding prices and duration.
The most important register for any entrepreneur in Spain is the Commercial Register (Registro Mercantil). This provides security in commercial transactions by providing third parties with information about legal entities, their representative relationships, and their current status.
In addition, the Registro Mercantil certifies the company’s trade books and appoints independent experts and auditors. Information on whether the company has filed its annual financial statements can also be found on the trade register extracts.
In addition to the local trade registers, there is the central trade register in Madrid, which manages the data of all trade registers and also publishes the Boletín Oficial del Registro Mercantil. In addition, it is also responsible for issuing negative certificates for new company names.
Apply for a trade register extract in Spain
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Posting of employees
Do you want to send employees to Spain as part of a time-limited service, such as the execution of projects, assembly and/or installation work, and for possible maintenance work?
In this case, it is considered the responsibility of the shipping company to comply with certain legal regulations and obligations during the shipping period!
These are governed by the Spanish Disciplinary Code (Ley 45/1999).
Reporting obligation
The posting of employees to an EU member state is already subject in Germany to the registration requirement, i.e., a notification must be made in advance in the sending state.
Furthermore, the company, which intends to send employees to Spain for cross-border services, must also inform the local Spanish authority thereof. This notification must include, among other things, the duration of the assignment (reporting obligation starting at 8 days) and an address for contact with the Spanish employment authorities and social security institutions. For temporary employment agencies, further special considerations and information must be provided.
Documents on site
Throughout the entire duration of the posting period, the posting company is required to keep certain employee-related documents in Spanish language digitally or in paper form at the place of employment. This includes, among other things, the employment contracts of the posted employees, payrolls, timekeeping, etc.
Compliance with occupational safety regulations must also be demonstrated through documents that must be in Spanish.
Fines and actions
If violations are found by the Spanish Labor Inspectorate, fines will be imposed in accordance with the legal regulations, depending on the severity of the violation.
Costs of our activities
The cost of applying for the Registered Entities (REA) register is approximately 400 to 600 EUR.
We charge between 200 EUR and 300 EUR for the dispatch notification, depending on the number of employees.
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Mediation
Conflicts of any kind have significant consequences for all involved parties. With mediation, you give yourself the opportunity to work out sustainable solutions by acting independently, participating in decision-making, and ensuring that the interests and needs of all parties are taken into account. You decide which issues you want to discuss and which issues you want to resolve. Save valuable resources, avoid lengthy court proceedings, and, with our neutral professional support, develop common and viable solutions together.
In accordance with the Mediation Act (MediationsG), we offer you the opportunity to resolve conflicts or settle disputes within a structured process, even without lengthy court proceedings. Confidential handling is guaranteed at all times and is stipulated in a mediation agreement.
The most diverse conflicts can be handled, such as disputes in the context of a succession matter, between employers and employees, between management and employee representatives, disputes with other companies, and separations or custody disputes.
Our economic mediators are trained in accordance with the new mediation law and orient their behavior and activities accordingly. Thus, independence and neutrality are always present.
You can find the new Mediation Act here. https://www.gesetze-im-internet.de/bundesrecht/mediationsg/gesamt.pdf
We would be happy to explain the detailed tasks of a mediator, the process of mediation, as well as its costs and benefits in a personal conversation. Please contact us for this purpose.
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