Spain Business Registration Guide 2026 — Autónomo, SL, SA & Legal Forms

Legal Forms Overview

Choosing the right legal form is the most important decision when starting a business in Spain. The main options are:

• Autónomo (Self-Employed / Freelance): The simplest form. No minimum capital, full personal liability (your personal assets are at risk), and you are taxed through the IRPF. Suitable for freelancers, consultants, and small service providers. You must register as an autónomo with the Social Security (RETA) and pay monthly contributions (~€230-530/month depending on income). The tax rates are the progressive IRPF rates (19-47%).
• SL (Sociedad Limitada): The most common corporate form for SMEs. Minimum capital of €3,000 (must be fully paid up at incorporation and cannot be withdrawn). Shareholders' liability is limited to their capital contribution. Taxed through the Impuesto sobre Sociedades at 25% (15% for the first 2 years on first €300k). The SL requires notarised incorporation, registration with the Registro Mercantil, and annual filing of accounts. Incorporation cost is typically €600-1,200 (notary + registration fees).
• SA (Sociedad Anónima): Suitable for large businesses. Minimum capital of €60,000 (25% must be paid up at incorporation, the remainder within 5 years). The SA is subject to stricter corporate governance requirements, including a board of directors (at least 3 members), annual audit, and registration with the CNMV (Comisión Nacional del Mercado de Valores) if listed. Tax rate: 25% standard.
• Branch of a foreign company (Sucursal): A branch does not have separate legal personality — the foreign parent company is fully liable for the branch's obligations. The branch must register with the Registro Mercantil, obtain a NIF, and file annual accounts. The branch is taxed at 25% on Spanish-source profits. Suitable for foreign companies testing the Spanish market before full incorporation.
• SLP (Sociedad Laboral): A worker-owned company where the majority of the capital is held by employees. Benefits from certain tax advantages (a reduced corporate tax rate of 20% and a specific regime for capital increases). Minimum capital: €3,000 (SLP Limitada) or €60,000 (SLP Anónima).

Registration Steps

For Autónomos (simplified process):

• Step 1: Obtain NIE (if foreign national).
• Step 2: Register with Social Security (TGSS) — modelo TA.0521 (alta de autónomos).
• Step 3: Register with the tax authority — modelo 036 or 037 (declaración censal de alta).
• Step 4: Start invoicing with your NIE as the tax ID.

For SL/SA (full incorporation process):

• Step 1: NIE for foreign founders: All foreign shareholders and directors need an NIE. Can be obtained at the Spanish consulate in your home country or at a police station in Spain.
• Step 2: Name Certificate (Certificado de Denominación Social): Apply to the Registro Mercantil Central to reserve the company name. The name must be unique and not misleading. Processing time: 5-10 business days. The certificate is valid for 3 months (renewable).
• Step 3: Open a bank account: Deposit the minimum capital (€3,000 for SL, €60,000 for SA) in a Spanish bank account in the company's name. Obtain a certificate of deposit (certificado de depósito) from the bank.
• Step 4: Notarised Deed (Escritura de Constitución): Sign the deed of incorporation before a Spanish notary (notario). The deed includes the company's by-laws (estatutos sociales), the shareholders, the capital structure, and the management body. The notary will also handle the payment of the ITPAJD (Impuesto sobre Transmisiones Patrimoniales y Actos Jurídicos Documentados) on the capital increase.
• Step 5: NIF Provisional: The notary will apply for a provisional NIF (Número de Identificación Fiscal) from the AEAT. This is needed to open bank accounts and issue invoices. The provisional NIF is valid for 6 months.
• Step 6: Registration with the Registro Mercantil: File the notarised deed with the Commercial Registry in the province of the company's registered address. The registration must be completed within 2 months of the notarised deed. Once registered, the company acquires full legal personality. Processing time: 2-4 weeks.
• Step 7: Definitive NIF: Once the Registro Mercantil registration is confirmed, apply to the AEAT for the definitive NIF (modelo 036).
• Step 8: Social Security registration: If the company hires employees, register as an employer with the TGSS (modelo TA.6). Register each employee before they start work.
• Step 9: Licences: Obtain the licencia de apertura from the local Ayuntamiento if you have a physical premises.

Taxation by Entity Form

The tax treatment depends on the legal form chosen:

• Autónomo: Taxed through the IRPF. The business profit (rendimientos de actividades económicas) is added to the taxpayer's other income and taxed at the progressive rates (19-47%). Autónomos can choose between two estimation methods: (a) Estimación Directa — actual income minus actual expenses (similar to UK self-assessment), with simplified and normal sub-types; (b) Estimación Objetiva (Módulos) — a simplified system where the tax is calculated based on objective indicators (size of premises, number of employees, type of activity) rather than actual profit. The módulos system is being phased out and is not available to all activities. Autónomos pay quarterly estimated payments (pagos fraccionados — modelo 130 for direct estimation, modelo 131 for módulos) and file an annual IRPF return (modelo 100).
• SL / SA: Taxed through the Impuesto sobre Sociedades (IS) at 25% on worldwide profits. Newly created companies benefit from a reduced rate of 15% on the first €300,000 of taxable income in the first 2 years in which they generate positive profits (not from incorporation). Companies must file annual IS returns (modelo 200) within 25 days of the 6-month period following the end of the tax year (e.g., by July 25 for December year-end). Three quarterly estimated payments are required (modelo 202).
• Dividend withholding: When the SL/SA distributes dividends to shareholders, the company must withhold 19% (2026) as a withholding tax on account of the shareholder's IRPF. This applies to both resident and non-resident shareholders (treaty rates may reduce the withholding for non-residents).
• VAT (IVA): All businesses must register for IVA (Impuesto sobre el Valor Añadido) and charge IVA on their invoices: 21% general, 10% reduced (food, transport, hospitality, certain services), 4% super-reduced (bread, milk, books, medicines). Quarterly filing of modelo 303 and annual summary modelo 390. Intra-community transactions require modelo 349.

Accounting and Labour Obligations

Accounting requirements:

• Statutory books (Libros Obligatorios): All SLs and SAs must maintain: (a) Libro Diario (Journal), (b) Libro de Inventarios y Cuentas Anuales (Inventory and Annual Accounts), (c) Libro de Actas (Minutes Book for board/shareholder meetings), (d) Libro Registro de Socios (Register of Shareholders). Autónomos must maintain a simplified income and expense record (Libro de Ingresos y Gastos).
• Annual accounts: The Cuentas Anuales (Balance Sheet, Profit & Loss Account, Notes, and Management Report) must be prepared within 3 months of the year-end and filed with the Registro Mercantil within 30 days of approval by the shareholders. The accounts are public.
• Audit requirement: Companies exceeding two of the following three thresholds for 2 consecutive years must have their accounts audited: total assets >€2.85M, annual turnover >€5.7M, average number of employees >50.
• Invoice requirements: All invoices must include: the company's NIF, the client's NIF, a sequential invoice number, the date of issue and delivery, the description of the service/product, the taxable base, the IVA rate and amount, the total amount, and the applicable IRPF withholding (if the business is an autónomo).

Labour obligations:

• Employee registration: All employees must be registered with the Social Security before starting work (alta de trabajadores — modelo TA.2/S). The employer must also report the contract type to the SEPE (Servicio Público de Empleo Estatal).
• Contract types: Common contract types include: (a) indefinite (contrato indefinido) — the default for permanent positions, (b) fixed-term (contrato temporal) — for specific projects or seasonal work, with a maximum duration of 6-12 months, (c) training (contrato de formación en alternancia) — combining work and study, with reduced social security contributions, (d) partial retirement (contrato de relevo) — for workers approaching retirement.
• Insurance: Employers must have: (a) workplace accident insurance (as part of social security), (b) employers' liability insurance (responsabilidad civil patronal) — recommended but not mandatory, (c) professional liability insurance (responsabilidad civil profesional) — mandatory for certain regulated professions.

Industry Licences (Licencia de Apertura)

Before opening a physical business premises to the public, you need a municipal licence:

• Licencia de Apertura: Issued by the local Ayuntamiento confirming that the premises comply with zoning, safety, and accessibility regulations. The cost varies by municipality but is typically €200-600. Processing time: 1-3 months.
• Environmental licence (Licencia Ambiental): Required for activities with potential environmental impact (manufacturing, waste management, food production). The licence involves an environmental impact assessment and may require specific equipment and procedures.
• Activity communication (Declaración Responsable): For low-risk activities (most retail, offices, professional services), a simple declaration of compliance may suffice instead of a full licence. This is a faster and cheaper alternative.
• Sector-specific permits: Regulated professions (healthcare, legal, architecture, education, transport) require additional sector-specific licences and registration with the relevant professional body (colegio profesional).

Frequently Asked Questions

Can a foreigner own 100% of a Spanish SL?

Yes. There are no restrictions on foreign ownership of Spanish companies. A foreigner can be the sole shareholder (socio único) of an SL. All shareholders, whether resident or non-resident, must obtain an NIE. The company can have foreign directors and does not require any Spanish directors. However, the company must have a registered address in Spain for tax and legal purposes.

What is the difference between autónomo and SL for tax purposes?

An autónomo is taxed through the IRPF at progressive rates (19-47%). An SL is taxed through the Impuesto sobre Sociedades at 25% (15% for new companies). The SL pays tax on its profit, and when the profit is distributed as dividends, the shareholder pays additional IRPF (19-28% on the dividend). This "double taxation" (IS + IRPF on dividend) makes the SL less tax-efficient than the autónomo regime for small profits, but the SL provides limited liability protection. From a tax perspective, the autónomo is generally more tax-efficient up to ~€40,000-50,000 of profit; above that, the SL may be preferable despite the double taxation.

How long does it take to register an SL in Spain?

The typical timeline is 2-6 weeks from the start of the process to the completion of registration with the Registro Mercantil. The steps are: name certificate (5-10 business days), bank account opening (1-3 business days), notary appointment (1-7 days, depending on the notary's availability), registration with the Registro Mercantil (2-4 weeks). Using a CIRCE (Centro de Información y Red de Creación de Empresas) online system, a simplified SL (Sociedad Limitada Nueva Empresa) can be incorporated in 24-48 hours, but this is limited to a maximum of 5 shareholders and certain activity types.

Can I be an autónomo and also be employed full-time?

Yes, it is possible to be both an employee (under the General Regime) and an autónomo simultaneously. However, you must register with RETA as an autónomo in addition to your employee social security registration. Your social security contributions as an autónomo are based on your self-employment income. There is no maximum IRPF rate increase from having multiple income sources — all income is aggregated and taxed at the progressive rates. Some collective bargaining agreements may restrict employees from engaging in self-employment activities.

What are my tax filing obligations as a new autónomo?

As a new autónomo, you must: (a) file quarterly IVA returns (modelo 303) within the first 20 days of April, July, October, and January, (b) file quarterly personal income tax payments (pagos fraccionados — modelo 130 or 131) in April, July, October, and January, (c) file the annual IVA summary (modelo 390) by January 30, (d) file the annual IRPF return (modelo 100) between April and June of the following year, (e) if you perform intra-community transactions, file modelo 349 quarterly. Note that in the first year of activity, the quarterly IRPF payments are calculated on the actual profit (modelo 130) — from the second year, they may be calculated based on the previous year's income.

Disclaimer

This guide is for informational purposes only and does not constitute legal or tax advice. Business registration requirements, tax rates, and filing obligations vary depending on the specific activity, location, and legal form chosen. Consult a qualified asesor, gestoría, or abogado for advice tailored to your specific business situation. The information reflects the rules applicable in 2026 as of the date of publication.