How to Start a Business in Spain 2026: SL vs Autónomo — Step-by-Step Formation and Residency for Foreign Founders

Spain has become one of Europe's most appealing destinations for digital nomads and remote founders, with the Startup Law of 2023 introducing the Digital Nomad Visa, a reduced 15% corporate tax for newly created companies, and a faster company-formation track (CIRCE) that brings an SL live in about a week. This 2026 guide walks foreign founders through choosing between an SL (Sociedad Limitada) and autónomo status, getting an NIE, and completing every formation step.

TL;DR — 5 Key Facts for 2026

1. Total formation cost (SL, single shareholder): approximately EUR 600–1,200 including notary, registry, gestoría and tax filings. Autónomo registration is free of state fees but typically uses a EUR 100–300 gestoría package.
2. Minimum capital: EUR 1 since the Startup Law (Ley de Empresas Emergentes, 2022), though "additional contributions" rules apply until the SL reaches EUR 3,000 share capital.
3. Time to register: 1–2 weeks for an SL via the CIRCE telematic system (DUE form). Autónomo can be active within 24 hours.
4. Tax burden (2026): corporate income tax 25% standard, reduced 15% for newly created companies in the first two profitable years. Dividend WHT 19% for residents and 19% for non-residents (reducible under DTTs).
5. Best entity for a foreign founder: SL if you have or want a Spanish residence permit and at least EUR 3,000 capital; autónomo if you qualify for the Digital Nomad Visa and prefer the lower setup overhead.

Informational content, not legal or tax advice. Company formation is complex; engage a Spanish notario and gestor/asesor fiscal.

Entity Types Comparison

Recommended Entity for a Foreign Founder

For a non-resident founder building an EU-facing business, the SL is the modern default. It is widely recognised, accepts foreign shareholders and directors, qualifies for the 15% startup IS rate, and can be incorporated via the CIRCE telematic system in about a week. Founders who plan to physically relocate to Spain under the Digital Nomad Visa (Ley de Empresas Emergentes) often register as autónomo instead because the visa pathway and the flat-rate Beckham Law tax (24% on Spanish-source income up to EUR 600,000) are easier to combine with self-employment.

A SLNE sounds attractive (faster formation) but in practice the SL via CIRCE is nearly identical and more flexible.

Step-by-Step Formation Process (SL)

1. Obtain NIE (Número de Identidad de Extranjero) for every shareholder and director. Non-residents apply at a Spanish consulate abroad or in Spain at Extranjería. Cost: EUR 9.84. Time: 2–6 weeks.
2. Reserve the company name at the Registro Mercantil Central (RMC). Up to five names submitted, certificate issued within 1–3 business days. Valid 3 months.
3. Open a corporate bank account and deposit the share capital. Even EUR 1 must be deposited. Bank issues a Certificado de Ingreso de Capital. The new rule allows founders to declare capital via the notary deed without a bank certificate if capital is below EUR 3,000 and they accept joint liability up to EUR 3,000 — useful for non-residents who struggle with Spanish banking.
4. Draft the escritura de constitución (deed of incorporation) and estatutos sociales (articles). Standard templates accelerate notary work.
5. Sign before a notary (notario). All shareholders sign (or grant power of attorney). The notary forwards the deed to the Registro Mercantil Provincial (provincial commercial registry).
6. Get a provisional CIF (Código de Identificación Fiscal) at the AEAT (Agencia Tributaria) within 30 days of deed.
7. Register at the Registro Mercantil Provincial. Fees ~EUR 100–250. The CIF becomes definitive once the registration is complete.
8. Census declaration (Modelo 036) to activate IS taxation, VAT (IVA), and intra-EU operator status (ROI / VIES).
9. Register with Social Security as employer if hiring; sole administrators with ≥25% are usually obliged to join RETA (autónomo regime).
10. Register the beneficial owners in the Registro de Titularidades Reales.
11. Open municipal licence (licencia de apertura) if running a physical premises.

Required Documents (Non-Resident Founder)

• Valid passport
• NIE certificate
• Proof of address (utility bill, lease)
• Bank capital deposit certificate (or simplified notary declaration under EUR 3,000)
• Negative name certificate from RMC
• Articles of association (estatutos)
• Tax ID from country of residence
• Notarised power of attorney (in Spanish or with sworn translation) if signing remotely
• For non-EU founders without residency: investor or entrepreneur visa application package

Capital Requirements — Paid-Up vs Subscribed

The Ley de Empresas Emergentes lets you incorporate an SL with as little as EUR 1, but the law imposes:

• Allocate at least 20% of annual profit to a legal reserve until the sum of reserve plus capital reaches EUR 3,000.
• If the SL is liquidated before reaching EUR 3,000, shareholders are personally liable up to the difference.

Cash contributions must be fully paid in at incorporation. In-kind contributions require valuation by the founders (no independent auditor required for SLs) but the founders are personally liable for the declared value.

Ongoing Obligations

• Bookkeeping: Double-entry mandatory for SLs/SAs. Autónomos use simplified income/expense books or direct estimation.
• Annual filings: Annual accounts filed with the Registro Mercantil within 30 days of AGM approval; AGM must approve within 6 months of fiscal year end.
• Audit threshold: Statutory audit if two of: total assets EUR 2.85M, revenue EUR 5.7M, 50 employees.
• Libro de Actas, Libro de Socios: Books of minutes and shareholders must be legalised annually at the Registro Mercantil.
• Beneficial owner register: Filed with the annual accounts.
• Tax filings: Monthly or quarterly VAT (Modelo 303), annual VAT summary (390), annual IS return (200), monthly/quarterly withholdings (111, 115).

Tax Overview (2026)

• Corporate income tax (Impuesto sobre Sociedades): 25% standard. 15% reduced rate for the first two profitable years of a newly created company. 23% for SMEs with revenue under EUR 1M.
• Dividend WHT: 19% withholding on dividends paid to residents and non-residents; reducible to 5%/15% under most DTTs and 0% under the EU PSD for qualifying corporate shareholders.
• Personal income tax for residents: Progressive 19%–47% (autonomous community surcharges vary).
• Beckham Law special expat regime: Qualifying inbound workers and entrepreneurs pay 24% flat on Spanish-source income up to EUR 600,000 (47% above) for up to six years.
• VAT (IVA): Standard 21%, reduced 10%, super-reduced 4%. No registration threshold — everyone above EUR 0 in B2B activity must register.
• Autónomo flat-rate cuota: Progressive scale based on net income (RETA reform 2023): roughly EUR 230–530/month in 2026, with a reduced "tarifa plana" of EUR 80/month for the first 12 months (extendable).
• Employer social security: Approximately 31–32% on top of gross salary (28.3% common contingencies + accident + unemployment + FOGASA + training).

Bank Account Opening

Spanish banks (BBVA, Santander, CaixaBank, Sabadell) require an in-person KYC and increasingly hesitate to open corporate accounts for non-residents. Fintechs available include N26 Business, Revolut Business, Wise Business, Qonto and Finom — accepted for capital deposit but the notary may insist on a traditional bank for the Certificado de Ingreso de Capital. Workaround: incorporate using the EUR 3,000-joint-liability simplified procedure and open the bank account post-incorporation. Expect 2–6 weeks for a traditional account, 3–10 days for fintechs.

Hiring and Employment

• Minimum wage (SMI 2026): approximately EUR 1,184/month gross over 14 payments (EUR 16,576/year).
• Employer cost on top of gross salary: roughly 31–32%. EUR 60,000 gross ≈ EUR 79,000 loaded.
• Notice period: 15 days for ordinary contracts; collective agreements often extend to 1 month.
• Mandatory paid leave: 30 calendar days (≈22 working days) plus 14 public holidays.
• Probation period: 2 months for non-qualified workers, 6 months for technical staff.
• Severance: 20 days per year of service for objective dismissal (capped at 12 monthly salaries); 33 days per year for unfair dismissal (capped at 24 months).

Tracking Business Cashflow + Personal Finances Separately + Multi-Currency Runway

Spain's combination of autónomo cuotas, IS payments and dividend WHT creates a tax calendar with friction every quarter. A tool like Freenance is built for this — it keeps your SL cashflow and personal household ledger separate, supports multi-currency balances (EUR, USD, GBP, PLN), and projects a Financial Freedom Runway showing how many months your household and SL can each survive at current burn. That horizon helps when planning Beckham Law expirations or autónomo cuota upward adjustments.

When to Choose Spain

• You qualify for the Digital Nomad Visa and want EU residency with a low-friction work permit.
• You want access to the Beckham Law's 24% flat tax for six years.
• You sell to Spanish-speaking markets (Spain + LATAM with Spanish substance).
• You appreciate the lifestyle and can fund the autónomo cuota.

When NOT to Choose Spain

• You want minimum admin — quarterly VAT, monthly withholdings, annual books legalised and IS return are heavier than Estonia or Cyprus.
• You can't justify the autónomo cuota when you have no income yet — it is owed regardless.
• You need very low effective corporate tax — Spain's 25% base is mid-pack; combined with 19% dividend WHT, all-in is ~40%.
• You expect frequent currency conversions — Spanish bank FX is uncompetitive vs Wise or Revolut.

Worked Example — Non-Resident Founder, EUR 50,000 Capital, EUR 200,000 Y1 Revenue

Setup: solo founder relocates to Spain, registers as autónomo to qualify for the Digital Nomad Visa, generates EUR 200,000 net revenue, EUR 50,000 OpEx (including autónomo cuota and software), elects the special expat regime (24% flat).

• Net taxable income: EUR 200,000 − EUR 50,000 = EUR 150,000.
• Under Beckham Law (assume eligible): 24% × EUR 150,000 = EUR 36,000 personal tax.
• Autónomo cuota Y1 (using tarifa plana EUR 80/month for 12 months): EUR 960.
• Total Y1 tax burden: ~EUR 37,000 (~18.5% of revenue), leaving ~EUR 113,000 net cash.

Alternative path: incorporate an SL instead, EUR 200,000 revenue, EUR 60,000 OpEx, EUR 40,000 director salary.

• SL profit before tax: EUR 200,000 − EUR 60,000 OpEx − EUR 40,000 salary − EUR 12,800 employer social (~32%) = EUR 87,200.
• IS: 15% (newly created, first two profitable years) × EUR 87,200 = EUR 13,080.
• Net SL profit: EUR 74,120. Dividend → 19% WHT for resident = EUR 14,083.
• Founder net dividend: EUR 60,037. Plus salary ~EUR 28,000 net.
• Combined Y1 tax burden: ~EUR 35,000–40,000.

Polish Reader Angle — Forming a Spanish Company From Poland

A Polish citizen incorporating a Spanish SL while remaining Polish tax-resident must consider:

• CFC rules: An operational SL paying full IS is generally outside CFC scope. Spain is not on Poland's harmful-tax list.
• Exit tax (PL): Triggered when transferring tax residency abroad with worldwide assets above PLN 4,000,000. Particularly relevant if relocating to use the Beckham Law.
• Poland-Spain DTT: Dividends taxed at 5% Spanish WHT for Polish corporate shareholder with ≥25% holding for 24 months; 15% otherwise. Credit method applies in Poland.
• ZUS: Polish health insurance continues unless covered as a Spanish employee or autónomo with A1 certificate.
• Permanent establishment risk: Operating the SL substantively from Poland creates a Polish PE; mitigate via Spanish co-director, office, or relocating tax residency.
• Beckham Law eligibility: Requires relocation to Spain after at least 5 years of non-residency in Spain, and Spanish-source employment or business activity.

FAQ

Do I need an NIE before I can incorporate? Yes — every shareholder and director needs an NIE. It is obtained at a Spanish consulate abroad or in Spain at Extranjería. Plan 2–6 weeks for the appointment and issuance.

Can I be a sole administrator as a non-resident? Yes, but if you hold ≥25% and actively manage, Spanish Social Security generally requires you to enrol in RETA (autónomo regime) with the corresponding monthly cuota.

What is CIRCE? The telematic incorporation network run by the Ministry. It allows the notary, RMC, registry and AEAT to exchange documents electronically using the DUE (Documento Único Electrónico), cutting formation time from weeks to days.

Do I need a gestor (asesor fiscal)? Practically yes. Spanish tax filings are entirely in Spanish, deadlines are unforgiving, and the gestor typically handles autónomo cuota declarations, VAT, IS and payroll. Expect EUR 60–300/month depending on volume.

Is the Digital Nomad Visa compatible with the Beckham Law? Yes — the Startup Law explicitly allows Digital Nomad Visa holders to elect the special expat regime, taxing Spanish-source income at 24% flat up to EUR 600,000 for six years.

Can I capitalise an SL with EUR 1? Yes, since the Startup Law. But until the company reaches EUR 3,000 of capital + reserve, shareholders are personally liable up to that gap on liquidation, and 20% of annual profit must go to the legal reserve.

What is the "empresa emergente" certification and is it worth applying? ENISA certifies qualifying startups as "empresa emergente" under the Startup Law. Benefits include the 15% IS rate for up to four years (vs two for non-certified new SLs), enhanced stock-option tax deferral for employees, and easier access to founder/employee visas. Eligibility: under 5 years old, under EUR 10M revenue, innovative or scalable business model, not listed, not a result of merger/spin-off. The certification is free but bureaucratic — typical processing 3–6 months.

Can I open an SL fully remotely with a foreign power of attorney? Yes — a notarised and apostilled power of attorney from a notary in your country of residence, accompanied by a sworn Spanish translation, allows a local representative (often a gestoría) to sign the deed on your behalf. The notario in Spain validates the POA. Plan EUR 200–500 for the foreign notarisation and translation.

Do I have to register as autónomo if I am the sole administrator of an SL? Generally yes, under RETA, if you own ≥25% and exercise control. The reformed RETA cuota since 2023 scales with net income, ranging from approximately EUR 230/month (lower tier) to EUR 530+/month (higher tiers). The Tarifa Plana of EUR 80/month applies for the first 12 months for new autónomos meeting eligibility.

What happens with my Spanish company if I leave Spain? The SL continues to exist regardless of where shareholders or directors live. However, if the effective place of management moves abroad, the Spanish tax authority may treat the SL as no longer Spanish-resident, triggering exit-tax-like consequences on unrealised gains. Plan a clean transition with a Spanish tax advisor.

Sources

• Spanish Tax Agency (Agencia Estatal de Administración Tributaria — AEAT)
• Central Mercantile Registry (Registro Mercantil Central)
• Ministry of Economy, Trade and Business — Startup Law guidance
• General Notarial Council (Consejo General del Notariado)
• Social Security Treasury (Tesorería General de la Seguridad Social)
• Poland-Spain Double Tax Treaty
• Ley 28/2022 de fomento del ecosistema de las empresas emergentes (Startup Law)