Steps to Register a Company (S.L.)
- Obtain an NIE for the foreign founder or founders
- Obtain a certificate of the company's unique name from the Central Companies Registry (Registro Mercantil Central)
- Open a corporate bank account and deposit the initial capital
- Draft the articles of association and sign the deed of incorporation before a notary (Notario)
- Obtain the company's tax identification number (NIF) and register with the Commercial Registry (Registro Mercantil)
- Register with the tax office and social security before starting operations
The legal minimum capital to register a Sociedad Limitada is just one euro, but depending on the type of activity, banks and partners generally expect a more realistic amount of capital for the business's credibility.
The Residency Pathway: Entrepreneur and Self-Employed Visas
Setting up a company alone does not grant residency. To live in Spain and manage the company, the founder must separately follow one of these pathways:
- Entrepreneur visa (Emprendedor): for innovative projects with a business plan approved by Spain's trade office (ENISA)
- Self-employed residency (Autónomo): for ordinary business activities, with a business plan and proof of financial capacity
Buying or Taking Over an Existing Business
Instead of setting up a company from scratch, many Iranian investors prefer to buy an operating business (such as a restaurant, shop or service company). This pathway requires the following steps:
- A complete legal and financial due diligence review of the business: debts, contracts, licences and employment records
- Drafting a share purchase or asset purchase contract (depending on the deal structure)
- Transferring operating licences and commercial lease agreements, if any
- Notifying the tax office and social security of the change of ownership
Without a thorough review of the previous business's tax and employment debts, the buyer can in some cases also be held liable for past debts. Never sign a contract without independent legal advice.
Frequently Asked Questions
Do I need to be a resident of Spain to set up a company?
No. A non-resident Iranian citizen can also own a Spanish company by obtaining an NIE, although being present in Spain is necessary for work residency.
What is the minimum capital required to register an S.L. company?
The legal minimum capital is one euro, but in practice, more capital is recommended depending on the activity.
Does setting up a company grant me residency?
No. To obtain residency, you must separately apply for an entrepreneur visa or self-employed residency, which requires a business plan.