Business
Spain — Business: Company Formation
Forming a Spanish sociedad limitada starts with a negative name certificate from the Registro Mercantil Central, which is required before the deed of incorporation can be signed (article 413 of the Registro Mercantil Reglamento). You can propose up to five names in order of preference, and the company form (S.L. or Sociedad Limitada) must appear in the name. The certificate can be requested online, in person, by post, or through the notary; the Registry states it is valid for three months for signing the deed, and the name stays registered to the applicant for six months from issue. Other steps are applying for the tax number (CIF) at the tax agency, depositing the share capital in a bank, drafting the articles, and signing the deed before a notary, followed by paying the transfer and stamp duty and registering the company at the Registro Mercantil. When filing the single electronic document (DUE) through CIRCE, you attach a copy of the negative certificate. Confirm current timings with a notary or on rmc.es.
Key facts
- A negative name certificate from the Registro Mercantil Central is required before the deed can be signed (article 413 RRM).
- Up to five names can be proposed per request, in order of preference, and the company form must appear in the name.
- The certificate is valid for three months for signing the deed, and the name stays registered to the applicant for six months from issue.
- Other steps: tax number (CIF) from the tax agency, bank deposit of capital, articles, notarial deed, payment of transfer and stamp duty, registration at the Registro Mercantil.
- When filing the DUE through CIRCE, a copy of the negative name certificate is attached.
Steps
- 1. Obtain NIEs — Every shareholder and director needs a Spanish NIE before formation can proceed.
- 2. Reserve the company name — Submit up to 5 proposed names to the Registro Mercantil Central for a negative-name certificate (certificado negativo de denominación social), issued in ~48 hours and valid 3 months.
- 3. Deposit share capital — Open a Spanish bank account and deposit the share capital; the bank issues a Certificado de Ingreso required by the notary.
- 4. Sign the notarial deed — Execute the escritura de constitución (articles of association) before a Spanish notary.
- 5. Obtain provisional NIF — Apply for the company's provisional tax ID.
- 6. Register at the Registro Mercantil — File the deed with the provincial Mercantile Registry; qualification and inscription take up to 15 working days.
- 7. Obtain final NIF and file Modelo 036 — Convert the provisional NIF to final and complete tax registration via Modelo 036.
- 8. Register with Social Security — Register the company and any employees/directors with the Tesorería General de la Seguridad Social.
Timelines
- Negative name certificate validity: 3 months to sign the deed
- Name reserved to applicant: 6 months from issue
Common mistakes
- Letting the name certificate lapse before signing the deed — it is valid for three months.