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Investment and business

How to set up a Spanish limited company from abroad

By Humberto Franco Díaz de León, Mexican lawyer (professional licence 6538816), founder of Franco & Asociados. Published on 27 September 2026.

A foreign business owner can set up a Spanish limited company (sociedad limitada) without travelling: all it takes is a power of attorney granted abroad and apostilled or, where the contributions are in cash, signing the deed by videoconference before a Spanish notary. What usually delays the project is not the capital but the order of the steps: first the foreigner identity number, then the company name, then the deed and, at the end, the declaration of the investment.

First, the foreigner identity number

Before thinking about capital, think about the number. Every foreign individual shareholder needs a foreigner identity number (NIE), even if they do not live in Spain and have no intention of moving: the deed must state, before the notary, the tax identification number of those appearing and of the persons they represent, and for a foreign national that number is their NIE. In practice it is also required of the directors, and it is the step that most often delays the whole timetable.

The Immigration Regulations expressly provide for foreign nationals who have dealings with Spain for economic or professional reasons to apply for this number to be assigned, provided they are not in Spain in an irregular situation and they state the reasons for the application. If you are abroad when you apply, the application is processed through Spain's consular offices. So this is where to start.

The name: the clearance certificate before the deed

The second step is the company name. The notary cannot authorise the deed of incorporation unless presented with the certificate from the Central Commercial Registry showing that the chosen name is not registered (the so-called negative certification), and the name in the deed has to match exactly the one it records.

Two time limits are worth distinguishing here, because they are frequently confused:

In practice, the short period sets the pace: if more than three months pass between the certificate and signing, it will have to be renewed.

The capital: one euro is enough to incorporate, not to operate

Since the reform introduced by Law 18/2022, on business creation and growth, the minimum capital of a limited liability company is one euro. It is a genuine change, but it has small print. While the capital is below 3,000 euros, two rules apply:

Incorporating with one euro is possible; whether it is a good idea depends on the project. Token capital does not convey solvency to banks or suppliers, and it leaves the shareholders exposed to that liability on a winding-up.

Signing from abroad: apostilled power of attorney or videoconference

There are two ways to sign without crossing the Atlantic.

The foreign power of attorney, apostilled

The usual route is to grant a power of attorney before a notary in your country in favour of someone who signs in Spain. Mexico and Spain are parties to the Hague Convention of 5 October 1961, which abolishes legalisation of foreign public documents: the apostille suffices, with no consular legalisation. And where the power is drafted in Spanish, it needs no sworn translation. It should describe the powers precisely, because the Spanish notary will assess whether the foreign document is sufficient and equivalent in effect to one granted in Spain.

The deed by videoconference

Since 9 November 2023, article 17 ter of the Notaries Act (introduced by Law 11/2023) allows the deed of incorporation of companies to be executed by videoconference, provided the shareholders' contributions to capital are in cash. The appearance takes place on the notarial electronic portal, and the party signing logs in with one of the electronic identification systems provided for in article 9 of Law 39/2015. If there are non-cash contributions (a property, machinery, rights), this route is not available and a power of attorney will be needed.

The last step: declaring the foreign investment

Under Spanish rules, setting up a company is a foreign investment when made by a non-resident. If the non-resident investor reaches, through that transaction, a holding of 10 % or more of the capital or of the voting rights, the transaction must be declared to the Investment Registry on form D-1A, within a maximum of one month from the date the investment is made. Where a Spanish notary is involved, that date is the date of execution before them.

If the deed is executed before a Spanish notary, it is the notary who files form D-1A: the investor must provide it duly completed, and the notary attaches a copy to their records and transmits the information electronically. Below that 10 %, a holding in the capital is not declarable on this basis.

Common mistakes

  1. Starting with the capital or the articles and leaving the NIE until last. It is the step that most often delays everything else.
  2. Confusing the reservation of the name with the validity of the certificate. The reservation lasts six months; the certificate, three, for the purpose of signing.
  3. Believing one euro of capital has no consequences. It requires the legal reserve to be funded and exposes the shareholders up to 3,000 euros on a winding-up with insufficient assets.
  4. Thinking videoconference works for any contribution. It is available only where contributions to capital are in cash.

Sources

General information as at the date of publication. It does not replace advice on a specific case.

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