23 February 2026
A non-resident may incorporate a limited liability company in Spain without legal limitations; however, it is important to be aware of the particularities. The essential requirements are: obtaining the NIE (Foreigner Identification Number), minimum share capital of 1 euro (although 3,000 euros is recommended), opening a Spanish bank account, public deed before a notary public, registration in the Commercial Registry and, when the shareholding is equal to or exceeds 10% of the share capital, submission of form D-1A for foreign investments. There is no obligation to reside in Spain nor to appoint a fiscal representative if the incorporated company is a Spanish tax resident.
Introduction: legal framework for foreign partners in Spanish companies
Spanish commercial legislation does not establish any impediment for non-resident natural or legal persons to incorporate capital companies in Spanish territory. Royal Legislative Decree 1/2010, of 2 July, approving the Revised Text of the Capital Companies Act (hereinafter, LSC), guarantees equal treatment between national and foreign partners, residents and non-residents.
This openness of the Spanish legal system makes Spain an attractive destination for foreign investment, especially for entrepreneurs and business owners who wish to operate in the European market. The limited liability company (S.L. or S.R.L.) is the legal form most used by foreign investors due to its flexibility, limited liability to the contributed capital and accessible incorporation requirements. Furthermore, it is a route to access the Beckham Law if you meet the requirements.
However, the non-resident partner must comply with a series of specific formal and administrative requirements that differ partially from those applicable to tax residents in Spain. These additional requirements guarantee the correct tax identification of the investor and compliance with the tax obligations arising from business activity in Spanish territory.
Obtaining the NIE: essential prerequisite
The Foreigner Identification Number (NIE) constitutes the absolutely essential prerequisite for a non-resident to be able to participate as a founding partner or acquirer of social shares in a Spanish company. Without an NIE, it is not possible to grant the public deed of incorporation before a notary public, open a bank account in the name of the future company or carry out any registry or tax procedure in Spain.
The NIE is a unique, personal and non-transferable alphanumeric code that identifies foreigners in their economic, professional or social relations with Spain. Its function is equivalent to the NIF (Tax Identification Number) for Spanish citizens.
A. Procedures for obtaining the NIE
There are three main routes to apply for the NIE, depending on the geographical situation of the applicant:
1. Personal application in Spain
If the foreign partner is physically located in Spanish territory, he or she may apply for the NIE in person at any National Police Station or Foreigners Office. It is necessary to request a prior appointment through the telematic system of the Ministry of the Interior.
Required documentation:
– Form EX-15 (NIE application) duly completed.
– Original passport and photocopy of all its pages.
– Justification of the reason for the application (company incorporation project, negative certificate of company name or draft articles of association).
2. Application at Spanish Consulate abroad If the foreign partner resides outside Spain, he or she may apply for the NIE at the Spanish Consulate corresponding to his or her place of residence. Each Consulate establishes its own supplementary documentation requirements, so prior consultation is recommended.
3. Application by means of notarial power of attorney
The foreign partner may grant a special notarial power of attorney in favour of a representative in Spain (another partner, lawyer, agent) to process the NIE on his or her behalf. The power of attorney must be granted before a notary public of the foreigner’s country of residence, with The Hague apostille if the country is a signatory to the Convention, or by diplomatic legalisation otherwise. In practice, this is the fastest and most effective means.
The power of attorney must expressly specify the power to apply for the NIE before the competent Spanish authorities.
B. Minimum share capital of the limited liability company
Article 4 of the LSC, amended by Law 18/2022, of 28 September, on the creation and growth of companies, establishes that the minimum share capital of limited liability companies is 1 euro.
Successive formation regime When the subscribed share capital is less than 3,000 euros, the company is subject to the successive formation regime provided for in Article 4 bis of the LSC, with the following particularities:
1. Obligation of reinforced allocation to legal reserve At least 20% of the profit for the year (as opposed to the ordinary 10%) must be allocated to the legal reserve, until the sum of the legal reserves and the share capital reaches the figure of 3,000 euros.
2. Joint and several liability of the partners in the event of liquidation In cases of liquidation, voluntary or compulsory, if the company’s assets were insufficient to meet the payment of social obligations, the partners shall be jointly and severally liable for the difference between 3,000 euros and the amount of capital effectively subscribed.
3. Prohibition on distribution of dividends Dividends may only be distributed when the value of the net worth exceeds 3,000 euros and the surplus over said amount exceeds the amount of the dividend to be distributed.
Practical recommendation
From a professional point of view, it is recommended that foreign investors incorporate the company with a share capital of at least 3,000 euros to avoid the limitations of the successive formation regime and project an image of business solvency before suppliers, clients and financial institutions.
C. Declaration of foreign investments: form D-1A When a non-resident foreign investor participates in a Spanish company, the obligation may arise to declare the investment to the Investment Registry of the Ministry of Economy, Trade and Business, pursuant to Royal Decree 571/2023, of 4 July, on the regime of foreign investments.
Cases of obligation to declare
According to the Resolution of 31 January 2024, of the Directorate General of International Trade and Investments (BOE no. 27, of 31 January 2024), there is an obligation to submit form D-1A in the following cases:
1. Shareholding equal to or exceeding 10% of the share capital
When the foreign investment reaches or exceeds 10% of the share capital of an unlisted Spanish company, regardless of the amount invested.
2. Investments from non-cooperative jurisdictions
Any investment from countries or territories classified as non-cooperative jurisdictions, regardless of the percentage of participation, must be declared by means of form DP-1 (prior declaration) before making the investment, and subsequently by means of form D-1A.
3. Incorporation or expansion of branches
The incorporation of a branch in Spain of a foreign entity, as well as endowment increases, must be declared by means of form D-1A.
4. Other forms of investment exceeding 1,000,000 euros Investments in participation accounts, foundations, economic interest groupings, cooperatives or property communities the amount of which exceeds 1,000,000 euros.
Filing deadline
The deadline for submitting form D-1A is one month from the date of execution of the investment. The execution date is considered to be:
– In company incorporations: the date of registration in the Commercial Registry.
– In acquisition of shares: the date of granting of the public deed or the private transfer document.
Consequences of non-compliance
Failure to comply with the obligation to declare constitutes an administrative infringement punishable by a fine of up to 30,000 euros, pursuant to Royal Decree 571/2023.
Incorporation procedures: complete procedure
The incorporation of a limited liability company by a non-resident follows the same general procedure as for residents, with the specificities already mentioned.
Phase 1: Prior procedures
1. Negative certificate of company name
Application to the Central Commercial Registry for a certificate stating that the chosen company name does not coincide with any pre-existing one. The certificate is valid for 3 months from its issue.
2. Opening of bank account
Opening of a bank account in the name of the company in formation at any Spanish banking institution. It is necessary to deposit at least the amount of the subscribed share capital (minimum 1 euro, recommended 3,000 euros). The bank will issue a bank certificate proving the disbursement of the capital.
3. Obtaining provisional NIF
Application to the State Tax Administration Agency (AEAT) for the provisional NIF of the company in formation by submitting form 036 (census declaration of registration, modification and deregistration).
Phase 2: Granting of public deed
The deed of incorporation must be granted before a Spanish notary public. All founding partners must appear personally or through a representative with sufficient special power of attorney. The minimum content of the deed of incorporation is regulated in Article 22 of the LSC and includes: identity of the founding partners, will to incorporate the company, contributions of each partner, articles of association, identity of the initial directors and administration system.
Phase 3: Registration in the Commercial Registry Submission of the public deed to the Commercial Registry corresponding to the registered office of the company. The submission deadline is 2 months from the granting of the deed. Once the deed is registered, the company acquires full legal personality.
Phase 4: Obtaining the definitive NIF
After registry registration, the company’s definitive NIF must be requested from the AEAT, replacing the provisional NIF.
Tax representative: when is necessary
A frequent confusion among foreign investors is the obligation to appoint a fiscal representative in Spain. It is necessary to clarify this aspect.
General principle
According to Article 47 of Law 58/2003, of 17 December, General Tax Law (LGT), taxpayers not resident in Spain must appoint a representative with domicile in Spanish territory in the following cases:
1. When they operate in Spain through a permanent establishment.
2. When expressly provided for by tax regulations.
3. When the Tax Administration so requires in view of the amount and characteristics of the income obtained.
Spanish company with non-resident director
Binding Consultation V0787-25 of the Directorate General of Taxes (DGT) has clarified that when a limited liability company is incorporated pursuant to Spanish commercial regulations, has its registered office in Spanish territory and is registered in the Spanish Commercial Registry, said company is a tax resident in Spain regardless of the nationality or residence of its partners or directors.
Consequently, there is no obligation to appoint a fiscal representative under the terms of Article 47 of the LGT, since this obligation is reserved for non-resident taxpayers. The company’s director, even if foreign and non-resident, acts as the legal representative of the resident company before the Tax Administration.
When a tax representative IS mandatory
The tax representative will be mandatory when:
– The non-resident partner obtains income in Spain without incorporating a Spanish company (for example, dividends, interest, royalties, capital gains).
– The foreign investor establishes a branch (not a company) of its foreign entity in Spain.
– The foreign investor is resident in a State or territory with which Spain does not have effective tax information exchange.
Frequent errors and how to avoid them
In our professional experience advising foreign clients on the incorporation of companies in Spain, we identify the following recurring errors:
Error 1: Incorporating the company without having previously obtained the NIE
The NIE must be obtained before starting the incorporation procedure. Without an NIE, the notary public cannot authorise the deed. Allow a period of 30-60 days for its obtainment.
Error 2: Undervaluing the share capital
Incorporating the company with 1 euro may generate commercial distrust and limits access to financing. Suppliers and banking institutions view a symbolic share capital negatively.
Error 3: Not submitting form D-1A within the deadline
Failure to comply with the one-month deadline to declare the foreign investment generates administrative penalties. This must be coordinated with the tax advisor from the start of the process.
Error 4: Not updating the notification address
Non-resident partners must designate an address in Spain for notifications or provide an email address enabled to receive electronic notifications from the AEAT.
Error 5: Confusing branch with establishment
Establishing a branch of the foreign entity is not the same as incorporating a Spanish company. The branch lacks its own legal personality and liability falls on the foreign parent company.
Frequently Asked Questions
Can I incorporate a company in Spain without travelling to Spain?
Yes, it is possible by granting a special notarial power of attorney before a notary public of the country of residence (with The Hague apostille) in favour of a representative in Spain who appears before the Spanish notary public. However, the NIE must have been obtained previously, which may require an initial appearance or consular management.
Do I need to have a tax domicile in Spain to incorporate the company?
The company needs a registered office in Spain (Article 9 of the LSC), but non-resident partners do not need to have their own domicile in Spain. The registered office may be a rented office, a coworking address or the address of a professional firm that provides domiciliation services.
What is the difference between NIE and NIF?
The NIE is the foreigner identification number (format: letter + 7 numbers + letter). The NIF is the tax identification number of Spanish legal persons (format: letter + 8 numbers). Foreign partners need an NIE; the incorporated company obtains its own NIF.
Is it more advantageous from a tax perspective to incorporate the company with minimum capital of 1 euro?
There is no tax advantage to incorporating with minimum capital. From the tax point of view, the share capital does not affect taxation under Corporate Income Tax. The choice of capital should respond to criteria of commercial image, financing needs and business strategy.
Do non-resident partners pay tax in Spain on dividends received from the Spanish company?
Yes, dividends paid by a Spanish company to non-resident partners are subject to Non-Resident Income Tax (IRNR) by means of withholding of 19% (or the reduced rate provided for in the applicable Double Taxation Convention if it exists). The company acts as withholding agent and must file quarterly form 216.
Conclusion
Incorporating a limited liability company in Spain as a non-resident is a perfectly viable process and legally accessible for foreign investors. The essential requirements are obtaining the NIE, compliance with ordinary registry procedures and, where appropriate, declaration of the foreign investment by means of form D-1A.
The key to success lies in adequate planning of deadlines, especially in obtaining the NIE, and in specialised professional advice that guarantees compliance with formal, registry and tax obligations from the start of the process.
Spain offers a stable legal framework, a predictable tax system within the European Union and a favourable environment for foreign investment. With adequate preparation and competent professional support, the incorporation of a Spanish company by a non-resident can be executed with full legal certainty within a reasonable period of time.
If you need specialised advice to incorporate your company in Spain as a non-resident, Martínez-Cardós Abogados has extensive experience in international commercial and tax law. Contact us for a personalised consultation.