Spain Company Registration Guide 2025: Policies, Practical Steps and Key Precautions

This guide explains the latest practical information and policy guidance for registering a company in Spain in 2025. It covers common business structures, regulatory updates, step-by-step incorporation procedures, and important precautions for foreign founders and local entrepreneurs. The tone balances professional clarity with practical tips so you can plan efficiently and comply with Spanish law.

What’s new in 2025 — policy highlights and interpretations

• Digital-first procedures: Spain continues expanding online incorporation and registry procedures. Many pre-registration actions (name reservation, tax census, and initial tax ID application) are now handled electronically when you have an official digital certificate (FNMT) or Cl@ve.
• Corporate tax framework: The standard corporate income tax rate remains broadly at 25%. Newly created companies that meet specific conditions can still benefit from a reduced rate of 15% for the first two tax periods in which they report a positive taxable base—confirm eligibility with a tax advisor.
• Stronger AML/KYC enforcement: Banks and notaries follow tightened customer due diligence rules. Expect more documentation requests for beneficial ownership and proof of source of funds.
• Beneficial ownership transparency: Companies must file beneficial owner information with the Registro de Titularidad Real soon after incorporation and keep it updated. Authorities have been emphasizing timely electronic submissions.
• Support for startups: Regional incentives and expanded R&D tax credit guidance continue in 2025. Several autonomous communities provide additional grants or tax credits, but conditions vary locally.

Which legal form fits your project?

Step-by-step incorporation process (practical operations)

1. Decide entity type and choose a company name. Check and reserve the name at the Registro Mercantil Central (RMC). Name reservation can usually be completed online.
2. Obtain ID numbers for founders and directors. Non-resident founders need an NIE (foreign ID) or use a fiscal representative. Spanish residents use DNI. Legal entities require identification documents and representation.
3. Get a provisional NIF. Apply to the Spanish Tax Agency (AEAT) to obtain a provisional tax identification number for the new company—this is often done alongside the tax census (Modelo 036/037).
4. Open a bank account and deposit share capital. For S.L., deposit the minimum capital (e.g., €3,000) and obtain a bank certificate proving the deposit.
5. Draft company bylaws and public deed. Prepare the statutes and sign the public deed of incorporation before a notary. Electronic notarial options are increasingly available if participants hold a digital certificate.
6. Register with the Mercantile Register (Registro Mercantil). File the public deed and supporting documents to obtain the definitive company registration and official registration number.
7. Register for taxes and social security. Complete the tax census (Modelo 036/037), register for VAT if applicable, and register the company and any employees with Social Security.
8. File beneficial ownership information. Submit the Registro de Titularidad Real entry electronically within the legally required timetable after incorporation and update it when changes occur.
9. Obtain digital certificates and set up accounting. Request the company’s digital certificate (FNMT) and ensure bookkeeping and tax compliance with a Spanish-qualified accountant.

Typical timelines and costs

With complete documentation and digital certificates, the online path can reduce registration time to a few days to a couple of weeks. Offline or paper-based processes may take longer. Notary, registration, and technical fees vary; budget for notary costs, registration fees, a bank account opening, and professional advisory fees (legal, tax, accounting).

Common scenarios — quick examples

Case 1: Chinese entrepreneur opening an S.L.

A sole founder from China can apply for NIE via Spanish consulate, reserve the company name online, obtain a provisional NIF, open a bank account (banks require passport, NIE and AML proofs), deposit €3,000, sign the public deed before a notary, and register at the Mercantile Register. If the founder will not be resident, appointing a fiscal and legal representative in Spain expedites interactions.

Case 2: UK company operating a branch

A UK parent wanting a Spanish branch must register the branch with Mercantile Register, provide parent company documentation, and declare the branch for tax. The branch is taxed on Spanish-source activities and must file Spanish returns.

Key precautions and Notes (practical warnings)

• Prepare full KYC documents early. Banks and notaries increasingly require detailed documentation: passport, NIE, proof of address, bank statements showing source of funds, and corporate records for foreign entities.
• Beware of “mere shelf” company pitfalls. Authorities and banks scrutinize entities without real substance. Maintain clear operational substance (local contact, accounting, employees or agents) to reduce PE and tax risk.
• Confirm eligibility for reduced corporate tax. The 15% rate for new companies is available under conditions; check the exact requirements before relying on it in projections.
• Keep beneficial ownership records accurate. Late or incorrect filings can trigger fines and operational friction.
• Understand employment rules. Spanish labor law is detailed. Ensure compliant employment contracts, payroll, and social security registration to avoid penalties and disputes.
• Plan for VAT and local taxes. VAT registration thresholds and obligations depend on activity. Local business taxes (IBI, economic activities tax) may apply—verify regionally.
• Use professional advisors for cross-border structures. Transfer pricing, CFC rules, and PE definitions can create unexpected tax liabilities; consult a Spanish tax lawyer or accountant for complex cases.

Practical support: HR and local representation

Foreign investors commonly use specialised providers to handle HR, payroll, and local formalities. For overseas human services and employer-of-record solutions, consider providers that can supply compliant payroll, local contracts and social security handling to get you operational quickly. SailGlobal offers outsourced HR and local employment services tailored for companies expanding into Spain.

Checklist before you start

1. Decide entity type and confirm local incentives in your autonomous community.
2. Gather ID documents, proof of address and bank references for founders.
3. Secure a digital certificate or plan for consular/NIE processes.
4. Reserve the company name and obtain provisional NIF.
5. Open bank account and arrange capital deposit.
6. Draft bylaws, sign public deed, and register with the Mercantile Register.
7. Submit tax census and beneficial ownership information.
8. Register for VAT and Social Security if hiring.

Where to get help

Use official resources: Spanish Tax Agency (AEAT), Registro Mercantil, and local Chamber of Commerce or PAE points. For practical execution, rely on local corporate lawyers, tax advisors and certified accountants. If you need immediate HR and payroll setup while you focus on the business, an employer-of-record service such as SailGlobal can handle registration, payroll and compliance.

Final notes

Spain in 2025 is increasingly digital and supportive of entrepreneurship, but compliance and documentation expectations remain strict. Plan time for identity and AML checks, confirm tax incentives with advisers, and ensure accurate beneficial ownership filings. With the right preparation and local support, company formation in Spain can proceed smoothly and open opportunities across the EU market.