Open an SL in Spain: Capital, Steps and Tax (2026)

An SL needs at least one euro of capital. Below three thousand euros, at least 20 per cent of profit goes to the legal reserve until reserve and capital reach that sum, and partners are jointly liable on liquidation. Then sign the deed, register in the Commercial Registry and file Modelo 036. Corporate tax is 25 per cent in general.

Yes, you can start an SL (sociedad limitada, Spain’s limited company) with just one euro of capital. The catch is what that one euro does and does not give you, and who pays if the company fails.

How much capital does an SL need?

The minimum is one euro, expressed in euros. Stay below three thousand euros and two rules apply. At least 20 per cent of profit goes to the legal reserve until reserve and capital together reach that sum. If the company is liquidated without enough assets, the partners are jointly liable for the gap between three thousand euros and the capital they put in.

That second rule is the real price of a one-euro SL, so size your capital against the debts you expect to carry.

What goes in the statutes?

Draft the statutes before you see the notary. They must state the company name, the registered address and the capital. They also need a corporate purpose that lists the activities, so word it broadly enough for what you plan. The last piece is how the administration is organised: the number of administrators, their term and any pay.

What are the steps?

1. Get the name certificate. The Registro Mercantil Central issues company names, and its certificates are always electronic.
2. Fix the statutes. Use the list above.
3. Foreign founders: request a NIE. You can request it in person from the Dirección General de la Policía, and the fee is €9.84. A NIE does not authorise residence in Spain; the NIE vs TIE guide explains the difference.
4. Sign the deed. The notary sends it to the Registro Mercantil as a signed electronic document.
5. Register in the Commercial Registry of the province where the company is domiciled. The company gets legal personality at that point.
6. File Modelo 036 before activities or operations start.

Can you form it online?

Often yes. The state CIRCE system lets you form an SL electronically, and Entrepreneur Service Points (PAE) help you fill in the form free of charge. The catch for a one-euro SL is that the standard statutes behind the fast route are written for capital of not less than 3.000 euros. A one-euro SL is lawful, so ask the PAE whether your case fits before you plan on it.

On cost, an SL formed under the standard-statutes decree, with capital up to 3.100 euros and standard statutes, pays the specific tariffs set for that case. The text gives no euro amount, so get a quote from the PAE or a gestor first.

What does Modelo 036 do?

Modelo 036 is the Tax Agency census registration for businesspeople, professionals and withholding agents. File it before activities or operations start. The simplified Modelo 037 was abolished, so 036 is the form. If you file for the first time, Censos WEB can guide you through it.

What does the SL pay in tax?

The general corporate tax rate is 25 per cent. Entities with turnover below one million euros in the previous period use a scale instead: 17 per cent on the first 50.000 euros of taxable base and 20 per cent on the rest. A newly created entity that carries out economic activities pays 15 per cent in the first period with a positive taxable base and in the next one.

If you already run the activity as a freelancer, the 15 per cent rate may not be open to you. An activity is not treated as newly started when an individual holding more than 50 per cent of the new entity carried it out in the year before it was formed. Asset-holding companies (entidad patrimonial) do not get the 20, 17 or 15 per cent rates at all.

SL or autónomo?

Compare the two before you sign anything. As an autónomo you register in the self-employed Social Security regime and file the quarterly returns in the VAT and instalment guide. The autónomo registration guide has the steps. Partners of capital companies placed in that regime can get the start-up Social Security reduction if they meet its requirements. Whether the administrator is placed in it is a question for a gestor.

What comes next?

Open the company account with the bank account guide, then set up the quarterly VAT routine in the VAT guide. For your own tax position as owner, read the tax residency guide and the IRPF guide.

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Not confirmed: Notary and registry fees: the text read gives no euro amounts, so ask a gestor or an Entrepreneur Service Point (PAE) for a quote. Whether the online route accepts a one-euro SL, and whether the administrator registers as autónomo: ask a gestor before you sign.

General information checked against the sources listed above. Prices, opening hours and other details change; confirm them with the provider before you act. See how guides are checked.

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