Setting up a company in Spain as a foreigner: a guide for non-residents

Spanish law does not reserve the creation of companies to its nationals or to those who live in the country. A foreigner, whether resident or not, can set up a company in Spain, be its sole shareholder and manage it, provided certain tax-identification and formal requirements are met. This guide explains, for the non-resident entrepreneur, what it takes to set up a company in Spain as a foreigner, how to do it remotely and what obligations arise once the deed is signed.

Can a foreigner set up a company in Spain without living in the country?

Yes. Neither the Capital Companies Act nor immigration law requires legal residence in Spain to be a shareholder or director of a Spanish company. Foreign nationality and the absence of residence are no bar to founding a private limited company, subscribing all of its capital or taking on its management.

What the legal system does require is that any person with tax-relevant dealings in Spain hold a tax identification number. The first step is therefore not one of company law but of identification: obtaining the NIE or the NIF before going to the notary.

What the NIE and the NIF are, and why they come first

The NIE — Foreigner Identity Number — is the unique personal code that the authorities assign to every foreigner with interests in Spain, under the Immigration Regulation approved by Royal Decree 557/2011, article 206. The NIF — Tax Identification Number — is the number that identifies the person before the Spanish Tax Agency.

For a foreign individual, the NIF coincides with the NIE. This is set out in the General Regulation on tax management and inspection, approved by Royal Decree 1065/2007: its article 18 requires every person with tax-relevant dealings to hold a NIF, and its article 20.2 obliges foreigners without a NIE to request a NIF from the tax authorities when they are going to carry out operations of this nature. Subscribing shares in a Spanish company is precisely one of them.

In practice, the non-resident shareholder or director obtains the NIE at the Spanish consulate in their country or, through a representative holding a power of attorney, in Spain. Without this number, the notary cannot execute the deed of incorporation.

Do you need to live in Spain to be a shareholder or director?

No. No rule conditions the office of director on residence in Spanish territory. A non-resident can be the sole director of a Spanish limited company and hold office from abroad.

This possibility, however, is not without practical consequences — dealings with the Tax Agency, service of notices, electronic signature and the liability attaching to the office — that are best anticipated. We examine them in detail in our guide on non-resident directors of Spanish companies.

Share capital: the one-euro limited company

Since Law 18/2022 of 28 September, on the creation and growth of companies — known as the Crea y Crece Act — the minimum share capital of a private limited company is one euro. This is set by the Capital Companies Act, its article 4, following the reform in force since 19 October 2022.

The reduction of the minimum capital, previously fixed at 3,000 euros, comes with two safeguards while the figure has not reached 3,000 euros: at least 20 per cent of each year's profit must be allocated to the legal reserve; and, on liquidation, the shareholders are jointly and severally liable for the difference between the subscribed capital and the 3,000-euro figure if the assets are insufficient to meet the company's debts. Incorporating with one euro is therefore legally possible, but rarely advisable in a real project.

How to incorporate the company remotely: the power of attorney

The foreign entrepreneur does not need to travel to Spain to sign. The usual route is the power of attorney: granting, before a notary in the country of residence, a special power in favour of a representative in Spain — normally their lawyer — to appear on their behalf, obtain the NIE, open the bank account, pay in the capital and execute the deed of incorporation.

That foreign power must reach Spain with two safeguards: the Hague apostille — the seal that authenticates a foreign public document under the Convention of 5 October 1961 — and, where drafted in another language, a sworn translation into Spanish. Once these requirements are met, the company is incorporated without the founder's physical presence.

The rest of the itinerary — negative certificate of the company name, drafting of the articles of association, deed, payment of taxes and registration at the Commercial Registry — is the same as for any company. We set it out, step by step, in our guide on setting up a company in Murcia: steps, cost and timescales.

What tax obligations arise after incorporation

Once incorporated and registered, the company acquires legal personality and, with it, its own tax obligations, independent of the residence of its shareholders. The main ones are the census registration and Corporate Income Tax.

The census registration is filed through form 036 with the Tax Agency, under Royal Decree 1065/2007, and reports the start of activity and the obligations to which the company is subject. Corporate Income Tax taxes the entity's profit. The Corporate Income Tax Act, Law 27/2014, its article 29, provides for newly created entities a reduced rate of 15 per cent applicable to the first tax period with a positive base and to the following one — an incentive that eases the tax burden of the early years.

The Startups Act: visa and advantages for the foreign entrepreneur

If the project is innovative in nature, the non-EU founder can access a residence regime and specific tax benefits. Law 14/2013 of 27 September, on support for entrepreneurs and their internationalisation, governs in its articles 69 and 70 the residence authorisation for business activity, conditional on a favourable report from ENISA assessing the innovative nature of the project and its economic interest for Spain.

This framework was reinforced by Law 28/2022 of 21 December, promoting the ecosystem of emerging companies — the Startups Act — which extended these authorisations to three years, introduced the visa for international teleworking — the well-known digital nomad visa — and set a 15 per cent Corporate Income Tax rate for companies certified as emerging. Access to this last regime requires certification of emerging-company status, whose requirements we analyse in our guide on certifying your company as emerging and paying tax at 15%.

Frequently asked questions

Do I need a visa to set up a company in Spain?

Not to incorporate it, nor to be a shareholder or director. A visa or residence authorisation is only required if the founder wishes to live in Spain; they may found and manage the company as a non-resident without a visa.

Does an EU citizen face the same requirements as a non-EU one?

In company terms, yes: both need a NIE/NIF and can incorporate and manage the company. The difference lies in immigration: an EU citizen needs no residence authorisation to live or work in Spain, whereas a non-EU citizen does, if they wish to reside.

Can I be sole shareholder and sole director as a non-resident?

Yes. The single-member limited company admits a single foreign non-resident shareholder who is also its sole director.

How much capital should I actually contribute?

The legal minimum is one euro, but capital in keeping with the activity conveys solvency to third parties and avoids the safeguards of the reinforced legal reserve and of the shareholders' liability up to 3,000 euros.

Do I need to open a bank account in Spain?

Yes, to pay in the capital and operate. The account can be opened through an authorised representative, although banks require enhanced identification documentation from the non-resident holder.

How we help you set up your company in Spain, from RCM Legal

The most common difficulty for the foreign entrepreneur lies not in the company itself but in the preceding sequence: obtaining the NIE in time, granting a properly apostilled and translated power of attorney, opening the account and coordinating a remote signing without one link holding up the others. Added to this is the decision on structure and tax residence, which shapes the taxation of both the company and the founder; getting it wrong from the outset creates extra costs that are hard to correct later.

At RCM Legal we assist foreign founders and investors in setting up their company in Spain from start to finish: handling the NIE and the NIF, drafting the power of representation, remote incorporation by power of attorney, tailored articles of association and tax registration, with the integrated approach of our Business 360° service for companies and entrepreneurs in Murcia. If you are going to establish a company in Spain from abroad, tell us about your project and we will point you to the most efficient way to get it under way.