How to Register a Company in Spain from India (2026): SL Steps, Documents, Costs and FEMA Filings

How to register a company in Spain from India, in short: form a Sociedad Limitada (SL), which you can own 100% with capital of just EUR 1. Get NIEs for the directors, a name certificate, a notary deed and the company NIF, then register with the provincial Registro Mercantil, usually within 7–15 business days. In India, your AD bank reports the ODI before you remit.

Why Spain? The Case for Indian Entrepreneurs

Spain ranks consistently among Europe’s top five economies and offers these advantages for internationally minded founders:

• Gateway to the EU Single Market: A Spanish SL gives you access to 450 million consumers across the European Union with a single legal entity.
  
• 100% Foreign Ownership: There are no restrictions on non-EU nationals owning 100% of a Spanish company. Indian nationals can hold all shares without a local partner.
  
• EUR 1 Minimum Capital: The Ley de Creación y Crecimiento de Empresas (Law 18/2022) reduced the minimum share capital for an SL from EUR 3,000 to just EUR 1, eliminating the most common barrier to entry.
  
• Startup Law 2022 Benefits: Law 28/2022 (the Startup Law) introduced fast-track company formation, the Digital Nomad Visa, and incentives for certified startups, all relevant to tech-first founders.
  
• India-Spain DTAA: The Double Taxation Avoidance Agreement between India and Spain ensures you are not taxed twice on profits, dividends, or royalties flowing between the two countries.
  
• Beckham Law: Non-resident founders relocating to Spain may qualify for a flat 24% income tax rate for up to six years, a significant advantage over Spain’s progressive tax rates that reach 47%.

What Is a Sociedad Limitada (SL)?

The Sociedad Limitada (SL), literally “Limited Company”, is Spain’s equivalent of a Private Limited Company in India or an LLC in the United States. It is the usual structure for small and medium-sized enterprises in Spain and accounts for the large majority of new company registrations.

Key Characteristics of an SL

• Legal Personality: The SL is a separate legal entity from its shareholders. Shareholders are liable only up to the value of their capital contribution.
  
• Minimum Capital: EUR 1 (reduced from EUR 3,000 under the reforms of 2022). Note: if capital is below EUR 3,000, the company must allocate at least 20% of annual profits to a legal reserve until EUR 3,000 is reached.
  
• Number of Shareholders: Minimum 1 (a sole-shareholder SL is called Sociedad Limitada Unipersonal, SLU). There is no maximum.
  
• Management: Governed by one or more administrators (administrador) rather than a board of directors (though a board is also permitted).
  
• Share Transferability: Unlike a public company (Sociedad Anónima), SL shares are not freely transferable. Transfer to third parties requires approval by existing shareholders, which suits founder-controlled companies.
  
• Registered Office: Must be in Spain. A virtual office address is acceptable for registration purposes.

SL vs SA: Which Should You Choose?

For the vast majority of Indian entrepreneurs entering Spain, the SL is the right choice.

Prerequisites Before You Begin

Before you can register your SL, you need to complete several preparatory steps, most of which can be started from India.

Obtain a NIE (Número de Identidad de Extranjero)

The NIE is Spain’s foreigner identification number. It is mandatory for every director, administrator, and any individual signing a notary deed in Spain. Without it, you cannot proceed to registration.

How to obtain a NIE from India:

• Apply at the Spanish Embassy in New Delhi or the Consulate General in Mumbai, according to where you live.
  
• Submit Form EX-15, your passport, proof of reason for application (e.g., company formation), and the applicable fee.
  
• Processing time: 2–6 weeks from the consulate.
  
• Alternatively, appoint a Spanish gestor (administrative agent) or lawyer via Power of Attorney to obtain the NIE on your behalf in Spain, which is faster.

Important: If you are not physically present in Spain, you must grant a Power of Attorney (POA) to a representative in Spain. This POA must be notarized in India and apostilled under the Hague Convention. Spain accepts apostilles from India since India joined the Hague Apostille Convention in 2005.

Prepare Your Passport and KYC Documents

• Certified copy of passport (all shareholders and directors)
  
• Proof of address (utility bill or bank statement)
  
• For corporate shareholders: Certificate of Incorporation, Board Resolution, and apostilled POA

Open a Spanish Bank Account (for Capital Deposit)

You will need a Spanish bank account to deposit the share capital (even if it’s just EUR 1) and to obtain a certificado de desembolso (capital deposit certificate) from the bank. Some banks allow non-resident account opening; others require an initial visit. Digital banks such as Openbank and some neo-banks have simplified this process. Note: under the EUR 1 capital reform, this requirement can sometimes be waived when using a notary deed that confirms the capital contribution.

Step-by-Step Registration Process

Reserve the Company Name

Apply to the Registro Mercantil Central (Central Mercantile Registry) for a certificate confirming your chosen company name is available. This is done online at rmc.es.

• You can submit up to five alternative names in order of preference.
  
• The certificate (certificación negativa de denominación social) is issued within 3–5 business days.
  
• Once issued, the name is reserved for 3 months (renewable once for another 3 months).
  
• Cost: Approximately EUR 13–16.

Draft the Company Statutes (Estatutos Sociales)

Your company statutes are the founding document that governs the SL. They must include:

• Company name and registered office address in Spain
  
• Corporate purpose (tied to your CNAE activity code; see the CNAE section below)
  
• Share capital amount and number of shares
  
• Management structure (sole administrator, joint administrators, or board)
  
• Rules for shareholder meetings and profit distribution
  
• Share transfer restrictions

Spain offers standard model statutes (estatutos tipo), set by regulation. Using them speeds up the notarisation and registration process considerably.

Execute the Notary Deed (Escritura de Constitución)

The company statutes must be formalized before a Spanish notary (notario) in a notary deed (escritura pública de constitución). This is a legal requirement: no SL can be incorporated without it.

• If you are not present in Spain, your appointed representative with a valid apostilled POA signs on your behalf.
  
• The notary verifies the name reservation certificate, identity documents, POA, and statutes.
  
• Notary fees: typically EUR 150–300 depending on capital and complexity.
  
• The notary retains the original deed and issues certified copies (copia autorizada).

Obtain the Company NIF (formerly the CIF)

The company NIF (still often called the CIF) is Spain’s tax identification number for companies, the equivalent of a company PAN in India. You obtain a provisional NIF right after signing the notary deed by submitting Modelo 036 to the Agencia Tributaria (AEAT, Spain’s tax authority).

• The provisional NIF allows you to open a bank account and begin trading.
  
• The definitive NIF is issued once the company is registered in the Mercantile Registry (next step).
  
• An SL’s NIF starts with the letter B (e.g., B12345678).

Register with the Mercantile Registry (Registro Mercantil)

The Registro Mercantil is Spain’s official commercial registry. Registration makes your SL a fully legal entity with third-party effect. You must register with the provincial Registro Mercantil corresponding to your company’s registered office address.

• Submit the original notary deed (or certified copy) along with proof of tax registration (Modelo 036).
  
• Pay the registration fee: typically EUR 100–250 depending on share capital.
  
• Timeline: usually 7–15 business days once documents are complete; as little as 6 working hours for the registrar’s step on the digital fast track (see below).
  
• Upon registration, the company is assigned a Número de Inscripción (registry number) and the formation is published in the Boletín Oficial del Registro Mercantil (BORME).

Pay Stamp Duty (ITP/AJD)

Company formation was exempt from the Impuesto sobre Transmisiones Patrimoniales y Actos Jurídicos Documentados (ITP/AJD) since 2010. You do not need to pay this tax upon incorporation. Confirm the current position with your gestor.

Register for VAT and Social Security

• VAT Registration: If your company will make taxable supplies, submit Modelo 036 to declare the start of economic activity and VAT registration. Spain’s standard VAT rate is 21%.
  
• Social Security: Register the company as an employer (Régimen General de la Seguridad Social) if you plan to hire employees. A director who controls the company and works for it in Spain must also register under the Régimen Especial de Trabajadores Autónomos (RETA).

Digital Formation Under the Startup Law 2022

Spain’s Startup Law 2022 (Ley 28/2022) introduced a fully digital incorporation pathway specifically designed to reduce formation time and cost. This is a major advantage for non-resident founders.

What the Digital Pathway Offers

• 6-Hour Registration: Using the CIRCE system (Centro de Información y Red de Creación de Empresas) and standard model statutes, an SL can be registered in as little as 6 working hours, compared with 10–15 days through the traditional process.
  
• Online notarisation: An SL can be formed before a Spanish notary by video, but only with an accepted electronic identity, which most founders in India do not have. Otherwise a representative signs under an apostilled power of attorney.
  
• Lower fees: SLs formed through CIRCE with standard statutes pay reduced notary and registry fees.
  
• Single Window (PAE): The Punto de Atención al Emprendedor (PAE) system handles tax registration, social security, and Mercantile Registry filing in one step.

Eligibility for Fast-Track Formation

To use the digital fast-track, your SL must:

• Adopt the standard model statutes (minor customization is allowed)
  
• Have share capital of EUR 3,000 or less (or use the EUR 1 option with the 20% annual profit reserve rule)
  
• Not require complex shareholder arrangements

For Indian founders, this digital pathway is particularly valuable: a Spanish lawyer or gestor with a valid POA can complete the entire formation without you ever needing to fly to Spain.

CNAE Activity Codes: Choosing the Right One

The CNAE (Clasificación Nacional de Actividades Económicas) is Spain’s national economic activity classification system, equivalent to NIC codes in India or SIC codes in the UK. Every Spanish company must declare one or more CNAE codes that describe its business activities.

Why CNAE Codes Matter

• They define your company’s corporate purpose in the statutes and Modelo 036 tax form.
  
• They determine applicable regulations, licensing requirements, and sector-specific tax treatments.
  
• Certain tax incentives (R&D credits, Patent Box) and startup certifications depend on your declared CNAE codes.
  
• The social security contribution rates for employees may vary by CNAE in certain sectors.

Commonly Used CNAE-2009 Codes for Indian-Founded Companies (Check the CNAE-2025 Code)

Note: These are CNAE-2009 codes. Spain replaced that list with CNAE-2025 (Royal Decree 10/2025) and many codes changed: computer programming, 6201, is now 62.10, so check the INE correspondence table or ask your gestor. Tip: Your corporate purpose in the statutes should be broad enough to cover future activities. Many founders include multiple CNAE codes and draft a wide corporate purpose clause to avoid having to amend the statutes later, which requires another notary deed and Mercantile Registry update.

Post-Incorporation Essentials

Once your SL is registered, several additional steps are required before you can operate fully:

Open a Corporate Bank Account

Convert your temporary capital deposit account into a full corporate current account. Major Spanish banks (BBVA, Santander, CaixaBank, Sabadell) and digital banks (Qonto, Holvi, Openbank) all offer business accounts. For non-resident directors, BBVA and Santander have historically been the most accessible. You will need the company’s definitive NIF, notary deed and Mercantile Registry certificate.

Register with the Spanish Social Security System

If you control the company and work for it from Spain, you must register as an autónomo under RETA and pay monthly social security contributions. Under the income-based system introduced in 2023, the quota depends on your band of net earnings, so check the Seguridad Social’s current table. A director who lives and works in India is usually not registered in Spain.

Appoint a Gestor or Accountant

A qualified gestor or asesor fiscal (tax advisor) is essential for ongoing compliance. They will handle quarterly VAT returns (Modelo 303), corporate tax advances (Modelo 202) in April, October and December, annual accounts filing and employee payroll. Annual fees typically range from EUR 1,500–4,000 depending on company activity and transaction volume.

Register for Any Required Licences

Certain activities require specific licenses or registrations beyond basic company formation:

• Food and hospitality businesses: Municipal activity license
  
• Financial services: CNMV or Banco de España authorization
  
• Healthcare: Ministry of Health registration
  
• Import/export: EORI number from AEAT

Maintain the Shareholders’ Register

An SL must maintain a libro registro de socios (shareholders’ register) recording all shareholders, their shareholdings, and any transfers. This can be maintained privately (no filing required) but must be produced on request by shareholders, notaries, or courts.

Costs & Timeline

Note: Costs exclude share capital deposit and ongoing compliance fees. All figures are indicative for 2026.

Common Mistakes Indian Founders Make

• Not apostilling Indian documents: Any document issued in India (POA, Board Resolution, Certificate of Incorporation) must be apostilled before it is valid in Spain. An Indian notary stamp alone is not sufficient.
  
• Choosing too narrow a corporate purpose: Amending the statutes later requires another notary deed, so add a broad general trade clause from the start.
  
• Ignoring RETA registration: Many foreign founders are unaware that controlling directors who work in Spain must register as autónomos. Failure to do so results in significant social security penalties.
  
• Confusing NIE and the company NIF: NIE is for individuals (directors); the NIF (formerly CIF) is for the company. Both are required and serve different purposes.
  
• Using a personal address as registered office: Consider a dedicated registered office service: using your personal address can complicate privacy and tax residency issues.
  
• Not filing Modelo 036 promptly: Delay in tax registration can invalidate VAT recovery on early startup expenses.

Conclusion

Registering a company in Spain as an Indian national is more accessible than it was before the 2022 reforms. The combination of EUR 1 minimum capital, 100% foreign ownership, digital formation under the Startup Law 2022, and a well-functioning Mercantile Registry system makes Spain a strong option for Indian entrepreneurs seeking a European base. The key steps (NIE, apostilled POA, name certificate, notary deed, company NIF and Mercantile Registry filing) can largely be managed remotely with the right Spanish legal partner.

Once your SL is registered, be sure to read our companion guides on Spain Tax Guide 2026 and the Spain Annual Compliance Guide 2026 to understand your ongoing obligations and how to optimise your tax position through instruments like the Beckham Law, R&D credits, and the India-Spain DTAA.

FEMA, ODI and foreign investment filings when you set up in Spain

Investing in a Spanish SL from India is an Overseas Direct Investment (ODI) under FEMA, so the Indian paperwork starts before the money leaves India:

• Before you remit: your AD Category-I bank reports the investment on Form FC and the RBI allots a Unique Identification Number (UIN) for the SL. An individual invests within the Liberalised Remittance Scheme limit; an Indian company invests within its ODI limits.
• Each year: the Annual Performance Report (APR) through your AD bank by 31 December, and the FLA return to the RBI by 15 July if the investor is an Indian company or LLP.
• Later changes: further capital, loans, guarantees or a share transfer are reported on Form FC as they happen.

On the Spanish side, once the SL is registered the foreign shareholding is declared to the Investment Register on Form D-1A within one month. Dividends the SL later pays to India suffer Spanish withholding capped at 15% under the India-Spain DTAA.

Frequently asked questions