Setting up a limited company in Spain as a foreigner

Can a foreign person own a Spanish limited company?

Yes. A foreign individual or company can be a shareholder in a Spanish limited company (SL), including without being resident in Spain. The company can have a sole shareholder or several shareholders. Any restrictions affecting the sector or the particular investment must be checked before signing.

Being a shareholder, being a director and working for the company are different roles. We establish who provides the capital, who manages the company, where decisions will be made and who will carry out the activity.

Your NIE, the company’s NIF and residence are different issues

The founders and representatives involved need the appropriate tax identification. For a foreign individual, the Spanish tax identification number (NIF) is normally their foreigner identification number (NIE). Where a person has no NIE, the tax regulations provide for the AEAT to assign a NIF in certain cases. We check which route applies and the identification required for each procedure.

If a shareholder is a foreign entity, we review its Spanish NIF, evidence that it exists and the authority of its representative. Its NIF and the new SL’s NIF are separate. The SL obtains its own tax identification, initially provisional when formation documents are outstanding and then definitive when the required documents are completed.

Having a NIE, buying shares or becoming a director does not itself grant tax residence or permission to live or work in Spain. If you plan to move, your immigration position and personal tax residence need separate assessment based on the facts and any applicable tax treaty.

Shareholder and director: agree the roles before the articles

A director does not have to be a shareholder unless the articles of association require it. Appointment involves checking identification, acceptance of office and legal disqualifications and incompatibilities. Nationality and a foreign address do not replace that assessment.

We also review how work will be organised, whether the office will be remunerated and the applicable Social Security position based on the functions and shareholding. A conclusion reached for a different shareholder or director cannot simply be carried across to your case.

€1 minimum capital: understand the additional safeguards

The legal minimum capital for an SL is €1. This is not the total cost of forming the company or the money needed to operate it. Capital should reflect the project, its financing and expected expenses.

While capital is below €3,000, at least 20% of profit must go to the legal reserve until the reserve and capital together total €3,000. If the company’s assets on liquidation are insufficient to meet its obligations, shareholders are jointly and severally liable for the difference between €3,000 and the subscribed capital. An SL with €1 capital therefore carries additional safeguards and risks.

Foreign investment: declarations and possible prior authorisation

For the Investment Register, what matters is the investor’s resident or non-resident status under the relevant rules, rather than their passport alone. A contribution by a non-resident shareholder may require a foreign investment declaration. The shareholding, origin of the investment and any special rules must be checked.

As a general rule, the non-resident investor must make the subsequent declaration, subject to the statutory exceptions, including the notarial route described below. Investments whose immediate or ultimate origin is a non-cooperative jurisdiction also require a prior declaration in the cases and subject to the thresholds in Article 5.5 of RD 571/2023. The investor must submit that prior declaration in addition to the subsequent one.

The prior and subsequent declarations are separate from any prior authorisation that may be required. Before formation, we review whether the sector, control or characteristics of the investor require authorisation. An investment is not assumed to fall outside review because it comes from the EU: specific cases and transitional rules must also be checked at the transaction date.

For the subsequent declaration, using a Spanish notary relieves the non-resident investor of filing it when all necessary information is supplied and the legal conditions for the notarial reporting route are met. The declarant must give the notary the duly completed form. This route does not relieve the investor of a required prior declaration or replace a required prior authorisation. Signing the deed alone does not establish that all obligations have been met. We clarify who supplies the information and who must perform each procedure.

Beneficial ownership: identify the individuals behind the company

The ownership and control chain must be traced to individuals. For these purposes, a beneficial owner ultimately owns or controls, directly or indirectly, more than 25% of the capital or voting rights, or exercises control by other means. Identifying only the foreign company registered as shareholder is insufficient.

If no individual owns or controls the company on those terms, the statutory fallback rule for directors applies. Where a director is a legal entity, its individual representative is identified. The SL must obtain, retain and keep its beneficial ownership information up to date.

What we prepare and which documents are needed

1. Define the project: activity, shareholders, percentages, management, place of decision-making, registered office and financing.
2. Identification and documents: passports or identity documents, available NIE/NIF numbers, residence and powers of attorney; for corporate shareholders, evidence of existence and the beneficial ownership chain. We check translation and legalisation where required.
3. Formation: company name, contributions, articles, public deed and Commercial Registry registration, coordinating the parties involved. Founders can act personally or through a representative with sufficient authority.
4. Initial tax arrangements: the SL’s NIF, census registration and obligations for its activity. Foreign investment requirements and any sector authorisations needed before starting are also reviewed.

An SL formed under Spanish law is resident in Spain for Corporate Income Tax under that domestic criterion. Shareholders’ and directors’ residence is assessed separately. Management from another country may also require review of that country’s rules and the applicable treaty. Creating a company does not, by itself, guarantee a tax saving.

The scope of formation work and any ongoing accounting and tax service are agreed before starting. Timing depends on documents, authorities and the other parties involved. The quote is prepared for the particular project.

Sources and review date

Legislation and procedures checked on 4 November 2026. We review the version applicable at the date of your transaction.

• Spanish Companies Act: Articles 4, 12, 20–22, 33 and 212–213
• Tax regulations (RD 1065/2007): Articles 20 and 23–24
• AEAT: provisional NIF and documents for founders and representatives
• Personal Income Tax Act: Article 9, personal residence
• Corporate Income Tax Act: Article 8
• Organic Law 4/2000: Article 36, residence and work
• Law 19/2003: Articles 1, 2 and 7 bis, foreign investment
• RD 571/2023: Articles 3–5, investment declarations
• Order ECM/57/2024: Articles 9, 11 and 12, prior and subsequent declarations
• RDL 34/2020: sole transitional provision
• Law 10/2010: Articles 4 and 4 bis, beneficial ownership