Set Up an SL Company in Barcelona

An SL — sociedad de responsabilidad limitada — is a separate legal person. It owns its contracts, it owes its debts, and what you risk is limited to what you put into it. That separation is the reason to incorporate; the paperwork and the recurring obligations are the price of it. We run the whole formation, from the name reservation to the director’s Social Security registration.

Our fee. Notary and registry fees are charged at cost and are not included. Taxes and Social Security contributions are separate.

The seven steps, and why the order cannot be changed

Each step is the input to the next one. This is why a formation takes weeks rather than days, and why one missing document early stalls everything after it.

1. Name reservation. The certificación negativa de denominación social from the Registro Mercantil Central certifies that the name you want is not taken. You submit several options in order of preference, because the first choice is frequently rejected for resembling an existing name.
2. Provisional NIF. The company gets a provisional tax number from the Agencia Tributaria so it can act before it formally exists.
3. Bank account and capital. An account is opened in the company’s name and the share capital is paid in. Since the Ley 18/2022 Crea y Crece came into force on 19 October 2022, the legal minimum is 1 €. That is the legal floor, not a recommendation: the capital is also the company’s first working money, and a company incorporated with one euro starts with one euro.
4. The escritura pública. The incorporation deed, signed before a notary by all shareholders, containing the articles of association, the share distribution and the appointment of the administrator.
5. Tax filing of the deed. Before the registry will enter it, the deed has to be presented to the Catalan Tax Agency for transfer and stamp duty. Incorporating a company is exempt, but the filing is still required; the notary usually submits it electronically.
6. Registro Mercantil. The deed is entered in the commercial registry of the province. The company legally exists from this entry, not from the notary appointment.
7. Definitive NIF, alta censal and RETA. The company converts its provisional tax number into the definitive one, declares its activity and obligations, and whoever runs it registers in the self-employed scheme as administrador.

What an SL commits you to afterwards

This is the part that decides whether an SL is right for you, and it is usually skipped in the sales pitch.

• Formal accounting. Not a shoebox of invoices: proper books, kept to the commercial code.
• Corporate tax returns, with their own calendar and payments on account.
• Annual accounts, approved and filed at the Registro Mercantil every year. Failing to file them has real consequences, including the registry being closed to the company.
• The director’s own contributions. Running the company normally means registering in RETA yourself, so the Social Security cost does not disappear — it moves.

None of this goes away in a quiet quarter. That is the honest argument against incorporating too early, and it is why we ask what you expect to bill before recommending it.

Where formations actually stall

The name. Rejections are routine. Submitting five genuinely different options rather than five variations of the same word saves a week.

Foreign shareholders. Every shareholder needs a NIE, and anyone not signing in person needs a power of attorney that is valid in Spain — which for documents issued abroad usually means an apostille and a sworn translation. Arranging that before the notary appointment rather than after it is the difference between weeks and months.

The bank. Opening an account in the name of a company that does not legally exist yet, with non-resident shareholders, is slower than people expect.

The object of the company. The objeto social in the articles has to cover what you will actually do. Too narrow and you amend the deed later, at notary cost.

If you are not Spanish

Every shareholder and the administrator need a NIE. Non-EU nationals who will run the company from Spain need a residence authorisation that permits the activity — being a shareholder and being the working administrator are not the same thing in immigration terms, and that distinction decides which permit you need. Start at residency applications if that is unresolved.

Frequently asked questions

How long does it take? Weeks, not days, and the variable parts are the name reservation, the notary’s diary and the registry. We tell you the realistic window for your case once we know the shareholder structure.

Can I set one up on my own? Yes, a single-shareholder SL is possible and common. It is recorded as unipersonal.

Is 1 € of capital a good idea? It is legal. Whether it is sensible depends on what the company needs to operate and on how your counterparties read it.

Do I still pay Social Security? If you run the company, normally yes, through RETA as administrador. The company does not remove that.

Should I be autónomo instead? Very possibly, if you are starting small. Compare them on our autónomo or SL page, or go straight to registering as autónomo if you already know.

Official fees, tax rates and contribution rules are revised periodically, so we confirm the ones in force for your case before filing.