How to open an SL in Spain: steps, timelines and capital from 1 euro

What an SL is and why founders choose it

Sociedad Limitada (SL) is a limited liability company, the Spanish equivalent of the familiar LLC. Shareholders do not answer for the company's debts with their personal assets, the shares are fixed in the bylaws, and the company can be run by a single administrator - including a sole founder. That is why the SL is the choice of most small and medium businesses as well as foreign investors: the form is familiar to banks, counterparties and the immigration service.

If you are still deciding between self-employment and a company, start with the article "Autónomo or SL: what to choose in 2026" - it compares taxes and contributions. This piece is the practice: exactly how to open an SL.

Step 1. The name: certificación negativa at the RMC

The first document is the certificación negativa de denominacion social: a certificate confirming that your chosen name is not taken. It is issued by the Registro Mercantil Central (the central commercial registry; the application is filed online at rmc.es).

• You submit up to 5 name options in order of priority - the first available one is approved.
• The certificate is valid for 3 months for the notary visit (it can be renewed afterwards).
• The name itself is reserved for you for 6 months.
• The benchmark for issue time is 1 to 3 working days, and for cost around 15-25 euros.

A practical tip: do not pick names that match well-known brands or differ from them by a single letter - the registry rejects them, and you lose several days on a repeat application.

Step 2. Bank account and capital: from 1 euro under Ley 18/2022

Next comes paying in the share capital. Since 2022 the Ley 18/2022 (Crea y Crece) law allows an SL to be created with capital from 1 euro instead of the former 3000. The rules are as follows:

• while the capital is below 3000 euros, at least 20% of annual profit goes into a mandatory reserve until the capital and the reserve together reach 3000 euros;
• in a liquidation with debts the founders are jointly and severally liable for the difference between the paid-in capital and 3000 euros;
• the capital can be paid in cash (the bank issues a certificado de deposito for the notary) or in kind - equipment, vehicles or machinery at a value set by the founders.

In practice many companies still pay in 3000 euros: it removes the restrictions and looks more solid to banks and clients. The money is not frozen - after registration the company spends it freely on its activity.

Step 3. The notary: deed of incorporation and bylaws

At the notary you sign the escritura de constitucion - the deed of incorporation. For the appointment you prepare:

1. the name certificate from the RMC (the original);
2. the bank certificate confirming the capital deposit (or an inventory of in-kind contributions);
3. the bylaws (estatutos sociales): name, registered address, business activities with CNAE codes, capital and shares, management structure;
4. the founders' documents: passports and NIE for foreigners;
5. the declaration of beneficial owners (titularidad real).

If a founder does not speak Spanish, the notary will ask for a sworn translator or documents translated in advance. A founder abroad can act through a power of attorney (poder notarial) with an apostille.

Steps 4-5. The NIF at the tax office and the Registro Mercantil entry

After the notary the company obtains a provisional NIF - the legal entity's tax number. It is issued by the Agencia Tributaria on filing modelo 036 (the tax registration declaration). With the provisional NIF the company can already sign contracts and issue invoices.

The notarial deed is then filed with the Registro Mercantil of the province of the registered address. The benchmark for qualification and entry is up to 15 working days, in practice more often 5-10. After the entry:

• the definitive NIF is activated at the tax office;
• the alta for IAE is filed (the tax on economic activities; small companies are exempt from paying it but must still register);
• the administrator registers with Seguridad Social as an autónomo societario;
• the temporary capital account becomes the company's working account.

The fast track: CIRCE and PAE points

Alongside the classic route there is the state electronic system CIRCE (circe.es). Through it and the network of accredited PAE points (Puntos de Atencion al Emprendedor) the whole chain is handled with a single electronic document, the DUE: the system itself books the notary appointment, requests the NIF and sends the deed to the registry.

The advantages: speed (with standard bylaws, a benchmark of 1 to 5 working days), reduced fees and less paperwork. The drawback: standard bylaws do not suit everyone - with several partners, a complex share structure or special rights, it is better to prepare custom bylaws through the notary.

What it costs and how long it takes: summary table

The amounts are benchmarks for 2026: notary and registry tariffs depend on the capital and the length of the bylaws. Add the costs of the founders' NIEs, translations and, for a remote incorporation, powers of attorney.

How Krepko helps

We open the SL for you: we check and reserve the name, draft the bylaws around your share structure, book the notary, arrange the founders' NIEs, the company's NIF and the Registro Mercantil filing, and then plug in accounting and the bank. Legally significant actions are performed by licensed specialists - lawyers, gestores, sworn translators.

What the service includes and the anchor prices are on the Business practice page. Want an assessment of your case - leave a request, and we will go through the structure and timelines free of charge.

Sources

• Registro Mercantil Central - company name certificate (denominacion social)
• CIRCE - electronic company formation and the PAE network
• BOE - Ley 18/2022 Crea y Crece (SL with capital from 1 euro)