Guide

How to Set Up a Company in Spain from the UK (2026 Guide)

A practical, step-by-step guide for British citizens and UK residents who want a Spanish limited company (SL), written by a CIMA chartered accountant who worked in the UK for more than 15 years.

Key takeaways

  • UK citizens can own 100% of a Spanish SL, with no Spanish partner.
  • You need an NIE, and UK documents must be apostilled by the FCDO.
  • You can do the whole process without travelling, through a power of attorney.
  • Where your company is managed matters: HMRC can treat a Spanish company run from the UK as UK tax resident.
  • Owning a Spanish company does not give you the right to live in Spain.

1. Choose the right structure

Most UK entrepreneurs choose a Sociedad Limitada (SL), the Spanish equivalent of a private limited company. It has limited liability, one or more shareholders, and can be 100% foreign-owned. The main alternatives are:

  • Autónomo (self-employed): simpler and cheaper to start, but you trade in your own name, with unlimited liability, and pay personal income tax on your profit. It only makes sense if you live in Spain.
  • Branch of your UK Ltd: the UK company operates directly in Spain through a registered branch (sucursal). Useful for some established companies, but the UK company is fully exposed to Spanish liabilities.
  • Spanish subsidiary of your UK Ltd: an SL owned by your UK company. Common when a UK business expands into Spain and wants to keep Spanish risk separate.

If you are unsure, the decision usually comes down to your expected profit, who the customers are, and whether you plan to live in Spain. We compare the options with real numbers in the first call.

2. Get your NIE

Every foreign shareholder and director needs a NIE (Número de Identidad de Extranjero), the foreigner identification number used in every tax and legal procedure in Spain. From the UK you can apply at a Spanish consulate, or in Spain through a representative holding your power of attorney. Allow time for this step: consulate appointments are often the slowest part of the whole process.

3. Sign a power of attorney without travelling

You don't need to fly to Spain. You grant a power of attorney so that we can act for you before the Spanish notary, the Tax Agency and the Mercantile Registry. You can sign it by video call with a Spanish notary where that is available, or before a UK notary. A document signed before a UK notary must then be apostilled by the FCDO Legalisation Office to be valid in Spain, and translated into Spanish.

4. Reserve the company name

The Central Mercantile Registry issues a certificate confirming that your chosen name is available (certificación negativa de denominación). We apply with up to five name options so you don't lose time if your first choice is taken.

5. Open a bank account and deposit the share capital

Since the 2022 reform, an SL can be formed with share capital from €1. Until the capital reaches €3,000 the company must set aside extra reserves from its profits, and in a liquidation the shareholders can be liable for the difference, so many founders still choose €3,000. The bank issues a certificate of the deposit for the notary.

6. Sign the deed and register the company

With the name certificate, the bank certificate and the bylaws, the notary executes the deed of incorporation. We then obtain the company's tax identification number (NIF) from the Spanish Tax Agency, register the company at the provincial Mercantile Registry, and file the census declaration that tells the Tax Agency what the company does. Once registered, the company receives its definitive NIF and a digital certificate: Spanish companies must receive tax notifications electronically, so this is essential from day one.

7. Set up accounting and invoicing correctly

A Spanish SL files quarterly VAT returns, withholding returns when it pays salaries or rent, annual corporate tax with payments on account, and annual accounts deposited at the Mercantile Registry. Invoicing software is also changing: under the VeriFactu rules, companies subject to corporate tax must use compliant invoicing systems from 1 January 2027. We set up bilingual accounting software that is ready before your first invoice.

8. The UK tax points most people miss

Where the company is managed. If the key decisions of your Spanish SL are taken in the UK: for example, you run it from your kitchen table in Manchester, HMRC may treat it as UK tax resident under the “central management and control” test. The company could then face tax questions in both countries. We structure the management so the company is taxed where you intend.

The UK and Spain tax treaty. The double taxation convention between the UK and Spain decides which country taxes salaries, dividends and profits, and prevents paying twice on the same income. How it applies depends on where you live and where you work.

VAT between the UK and Spain. Since Brexit the UK is outside the EU VAT system. Services and goods between a UK and a Spanish business follow non-EU rules, including customs for goods. We set up the right VAT treatment on every invoice.

9. If you also want to live in Spain

Owning a Spanish company does not give a UK citizen the right to live in Spain. British citizens who were already resident before the end of 2020 are protected by the Withdrawal Agreement. Everyone else needs a visa, such as the self-employment visa, the entrepreneur visa or the digital nomad visa. The right route depends on your business and your income, and it affects how you should structure the company, so plan both together.

How long does it take and what does it cost?

Once your NIE and documents are ready, registration usually takes a few weeks. The cost depends on your business: notary and registry fees, the name certificate, translations and apostilles, the share capital and our professional fees. After a free 30-minute consultation we send an itemised proposal, with no hidden costs.

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