Lawyer
An expert in corporate and international corporate law. He has many years of experience in establishing and reorganizing companies, supporting M&A transactions, as well as providing legal support for opening and running a business in the EU, Asia, and North America.
COMPANY REGISTRATION IN SPAIN
Today, for many entrepreneurs, the most common forms of doing business in Spain are the Autónomo (self-employed person) and the Sociedad de Responsabilidad Limitada (SRL or SL) — a limited liability company.
Each of these forms has its own characteristics, advantages, and obligations.
In general, business activities in Spain are regulated by a number of legislative acts, including:
- Código de Comercio — regulates commercial transactions and activities of companies.
- Ley de Sociedades de Capital (Law on Capital Companies) – defines the rules for the creation and operation of companies, including SRLs.
- Ley del Impuesto sobre la Renta de las Personas Físicas (IRPF) – is the personal income tax law applicable to the Autónomo.
- Ley General de la Seguridad Social — regulates social insurance for all workers, including the self-employed.
What is an Autónomo (self-employed person)?
An Autónomo is a natural person who carries out entrepreneurial activities at his own risk. This is the simplest form of business registration in Spain, especially popular among freelancers, consultants and small entrepreneurs.
Registering as a self-employed person in Spain is relatively simple, usually takes 1-3 days and consists of the following steps:
- Obtaining a NIE (Número de Identidad de Extranjero)
A mandatory document for all foreigners who want to work or run a business legally in Spain. It is issued by the police or the Spanish consulate abroad.
Required documents: passport, EX-15 form, justification for the request (for example, a contract or intention to conduct business).
- Registration with the tax office (Agencia Tributaria)
An application for the commencement of economic activity is submitted using the Modelo 036 or Modelo 037 form (simplified version).
Indicate: type of activity (according to IAE – Impuesto de Actividades Económicas), place of business, form of taxation. After registration, you will be assigned a NIF – tax identification number.
- Registration in the social security system (Seguridad Social)
No later than 60 days after registration with the tax authorities, the person must register as a self-employed worker. Then, submit the form TA.0521 to the Tesorería General de la Seguridad Social (TGSS) office. After that, choose the contribution base (cuota), which affects the amount of the monthly payment, and conclude a contract with a mutua collaboradora (health insurance).
- Registration with the municipality (Opening License)
To open a physical office or store, you must obtain a permit to operate from the city council (Ayuntamiento).
Tax obligations of Autónomo:
- IRPF (Impuesto sobre la Renta de las Personas Físicas) is a tax on personal income with rates ranging from 19% to 47%, depending on income.
- IVA (Impuesto sobre el Valor Añadido) is a value-added tax (VAT) with a standard rate of 21%.
- Quarterly declarations — filing income and expense reports every three months.
Please note that from 2023, social contributions for Autónomo will be income-based. The minimum contribution is approximately €320 per month, and the maximum can exceed €1,000, depending on income.
These contributions provide access to healthcare, pensions and other social benefits.
What is Sociedad de Responsabilidad Limitada (SRL or SL)
An SRL is a legal entity created by one or more founders with limited liability. This form is suitable for medium and large enterprises that plan to expand and attract investment.
Registering an SL takes longer — usually 2–4 weeks — and consists of several legal steps:
- Obtaining NIE for all founders
As with the Autónomo, every foreigner involved in the creation of a company must have a valid NIE.
- Company name reservation (Negative name certification)
The application is submitted to the Registro Mercantil Central online or in person. The certificate confirms that the company name is unique and not already in use.
- Opening a temporary bank account
A minimum share capital of EUR 3,000 must be paid in. The bank issues a certificate of capital contribution, which is then submitted to a notary.
- Constitutive documents (Escritura de constitución)
In the presence of a Spanish notary, the company’s articles of association are drawn up, which include:
- Founders’ data;
- Capital size;
- Statute (Estatutos Sociales);
- The name, address and objectives of the company;
- Appointment of director (administrador).
- Obtaining a CIF (Certificado de Identificación Fiscal)
This is the company’s tax ID (similar to an EIN or EDRPOU). Its temporary version can be obtained immediately at the tax office (Agencia Tributaria) by submitting: a copy of the NIE, a copy of the constituent documents and the Modelo 036 form.
- Company registration in the Commercial Register (Registro Mercantil Provincial)
Submission of constituent documents and a notarial deed. Only after this does the company acquire legal personality. This may take 7–15 days.
- Registration in the social security system (TGSS)
If the company has employees or the director participates in the work, registration is mandatory:
- Form TA.6 (registration of a company as an employer);
- Form TA.0521 is for a director or founder who is actively involved.
- Municipal permits
As with Autónomo, a Licencia de apertura for physical premises is required, as well as notification of commencement of activity to the Ayuntamiento.
Tax liabilities
- Impuesto sobre Sociedades is a tax on corporate income at a rate of 25%.
- IVA (VAT) is a standard rate of 21%.
- Quarterly and annual reports are mandatory financial reporting and tax returns.
At the same time, the company is obliged to pay social security contributions for its employees. In addition, directors and founders who actively participate in the company’s activities must also register with the social security system and pay the appropriate contributions.
You can see the difference in more detail in the comparison table below:
| Criterion | Autonomous | SRL (SL) |
| Legal status | Individual | Legal entity |
| Minimum capital | Not required | 3,000 euros |
| Responsibility | Unlimited | Limited by authorized capital |
| Tax rate | 19%–47% (personal income tax) | 25% (Impuesto sobre Sociedades) |
| Social contributions | From 320 euros/month | Depends on employee salaries |
| Registration procedure | Simple, 1–2 days | Difficult, several weeks |
| Accounting | Simplified | Full accounting and reporting |
| Suitable for | Freelancers, small businesses | Medium and large enterprises |
The latest regulatory initiatives of the Spanish government have a significant impact on the environment of small and medium-sized businesses.
In particular, from 2023, a new system for calculating social contributions for self-employed persons (Autónomos) was introduced, which is based on the actual level of income, allowing for a more differentiated and fair distribution of the financial burden within this category of payers.
In parallel, the state has intensified efforts to deregulate the process of creating legal entities – in particular, limited liability companies (SRLs) – by simplifying bureaucratic procedures, digitizing services, and introducing the possibility of online business registration.
Additionally, as part of the stimulation of entrepreneurial activity, newly created companies have been granted tax preferences in the form of reduced corporate tax rates during the first years of operation.
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