How to open a SL in Spain by a non-resident: stages and costs

Can SL be opened in Spain to a non-resident?

Yes. There is no requirement for SL in the Idyme.org manual; at least one participant is required for SL to live in Spain. [1]The alien needs NIE: for those who work for the company, it is NIE and a residence permit and work on their own account; for "capitalists" without residence and without work at the company - NIE por asuntos económicos [1]How to get a NIE, we're going to take it up in an article. NIE in Barcelona.

There are no residence requirements with the administrator either: articles 212 and 213 Ley de Sociedades de Capital (LSC) state that the administrator may be a natural or legal person and may not be a party unless the statute otherwise requires. [2]But working for a company in Spain requires separate migration status. [1].

What is SL and what needs to be known before registration?

Sociedad de Responsabilidad Limitada (SL, S.L., S.R.L.) is a trading company whose capital is divided into sociales. Participants do not answer their debts in person (article 1 LSC) [2]One participant is enough; such a company is called SLU, and this is indicated in all documents [1]. The name must be "Sociedad Limitada" or S.L. (Article 6), it cannot be the same as the name of another company (Article 7). Domicile is located in Spain, where the centre of management or the main establishment (Article 9) [2]The creation requires escritura pública and the recording in Registro Mercantil (art. 20) [2].

The minimum capital is 1 , and only in euros. As long as it is less than 3,000 , the reserve legal transfers at least 20% of the profits until the capital and reserve together reach 3,000 . In liquidation, if the property is lacking, the participants are jointly responsible for the difference between 3,000 ly and the signed capital (art. 4) [2]. The company is required to maintain accounting and pays Imperial sobre Sociedades and IVA from its activities [1]A comparison with self-employed status is found in the article autónomo or SL.

How to open SL to a non-resident: stepwise order

1. NIE for each participant and administrator. NIE is a mandatory document for DUE [1].
2. Name. Request certificación negativa de denominación in Registro Mercantil Central: it confirms that no such name exists. The name reserve is valid for six months, the certificación itself for three months, with the possibility of extension for three months. [1].
3. Capital. The notary must be shown by certificado bank to deposit in the name of the SL created (two months in operation), or the founders declare in escritura that they are jointly responsible for the reality of contributions (article 62 LSC) [1][2].
4. Estatutos and escritura. estatutos indicate the name, object, domicile, capital, method of management and decision-making (art. 23); escritura refers to participants, contributions, estatutos and administrators (art. 22) [2]I can use model estatutus for capital up to 3,100 [3].
5. Signature. Participants come to the notary themselves or through a representative with sufficient authority [1]. SL can be created entirely online (Article 22 bis LSC) [2]Through Punto de Atención al Empredor (PAE) and the electronic document DUE, the only travel to the notary remains; the system itself transmits data to AEAT, the tax service of the Autonomous Community, Registro Mercantil and Seguridad Social. [1].
6. Tax on creation. ITP/AJD for company creation operations is not charged, but a modelo 600 is needed as confirmation; CIRCE receives it itself [1].
7. Recorded at Registro Mercantil. Registrador defines documents and enters SL into the register, and then she has full legal capacity. [1].
8. AEAT, Seguridad Social. The declaration of alta is submitted before the start of the operation [4]The DUE creates the contribution and allta numbers of participants and employees; whether an alla is needed in RETA by the participant administrator, depends on the share and functions [1].
9. Books and certificates. Libro de actas and libro registro de socios legalize in Registro Mercantil. [1][5].

Until SL is entered into the registry, the transaction is jointly and severally handled by the parties (article 36 LSC), so do not start working before the record. [2]If a company registers data on actual beneficiaries, they are entered in Registro Central de Titularidades Reales; the data from escritura and actas notearies are considered reliable [9].

How much is it worth to open SL in Spain: official expenses

RDL 13/2010 tariffs are for the electronic creation of SL. For another order of business, the cost is defined by the total amount of the fees; we have not checked them. How much is hector, translation and apostilles, depending on the performer: request estimates before signing. The current costs of SL after registration (accounting, contributions, taxes) are not included in the table.

What to consider for the non-resident when creating SL

Tax status. The Spanish-based organization is considered to be a resident of Spain for the Impuesto sobre Sociedades (art. 8 Ley 27/2014), regardless of where the participants live. [7]I. Income tax and IVA we're looking at in the article SL taxes.

The dividends. Non-residents receiving SL dividends pay Imperial sobre la Renta de no Residents; the total rate for the dividends is 19% (art. 25.1.f TRLIRNR), there are exemptions and the rules of double taxation treaties [11]II. General non-resident tax scheme: Resident and non-resident.

Language and documents. If you do not speak Spanish, the notary can translate the act orally, write it in two columns or engage an interpreter (art. 150 Reglamento Notarial) [8]I. Documents issued abroad are usually required with apostille and a jury translation (check with notary): apostille.

Electronic certificate. You need an electronic certificate to file a DUE yourself. [1]SL reporting is done electronically, so take care of the certificate or the representative in advance.

Residential. SL does not allow residence in Spain. If you plan to live and work in the country, you need a separate status (the basis sheet on the page) Residence permit in Barcelona, translation within the group of companies is described in the article ICT): Startup visa, DNV or autonomo or another base.

What do you do after SL is registered?

SL immediately has responsibilities to put on the calendar. [2][5]:

• Formulate annual accounts within three months of the year ’s closure (article 253 LSC);
• Hold an ordinary junta during the first six months of the year to approve the accounts (art. 164);
• To deposit accounts with Registro Mercantil within one month of approval (art. 279);
• Legalize mandatory books within four months of year closing, i.e. until 30 April for calendar year [5];
• :: Declaration on Impuesto sobre Sociedades 25 days after six months from the end of the period, i.e. 1-25 July for the calendar year; AEAT calls 27 July 2026 the last day for IS 2026 [10].

As of 1 January 2027, for taxpayers, the Impuesto sobre Sociedades will come into force Real Decreto 1007/2023 (VERI*CEFACT): your SL billing program must meet its requirements [6]I. A complete list of declarations and deadlines is available in the article Reporting autónomo and SL.

Typical errors when a non-resident opens SL

• The name is not reserved in time. Certificación is in operation for three months; if the escritura is not signed, it is extended for another three months or requested again [1].
• Capital 1 I'm not understanding the consequences. Reserve 20% and joint liability for the difference up to 3,000 I am in effect as long as the capital is less than that [2].
• Work before registration. Treaties on behalf of the unregistered SL are signed by the signatories in person and in solidarity [2].
• The NIE is being processed at the last minute. It's needed for the DUE, so it's a first step. [1].
• The slip between SL and the residence permit. Registration does not confer residency rights: it is registered separately [12].
• Books have not been legalized and no accounts have been paid. 4 months and 1 month after approval are on the calendar from the first year [2][5].
• SL is not selected. Sometimes it's easier to stay autónomo; comparison in article autónomo or SL.

When does it take a case?

A review is needed when there is a lawyer or participant abroad without access to a notary, when the credentials and documents are issued in another country, when SL is to be owned by real estate, when you want to live in Spain and work in SL, and when there is doubt as to whether you need SL at all, depending on the case; check them with a lawyer or a gestor before signing an escritura.

What can we help you with?

The NEXO team in Barcelona helps link the company's establishment to your migration status: whether you need a residence permit, what grounds are appropriate (DNV, business residence, autónomo) and what documents the agency requires. The tax and administration department is the team's hestor, legal counsel. First consultation: 30 minutes free, full consultation: 121 I in 45 minutes. ConsultationIII. Service page: Digital nomad ’s residence permit.

Frequent issues

Related materials

The source is viewed on 02.10.2026 · NEXO · Drafting Draft · Sources do not replace individual legal advice.