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How to incorporate a new company in Spain?

Starting a company in Spain

Are you thinking about entrepreneurship and starting your own business? If that is the case, in Lawyers & Accountants we are specialists in advice for the building of companies, and we can help you and advice you about all the procedures you must consider when building a start-up or a company, and begin your entrepreneurial journey as soon as possible, and in the best conditions.

 And we know that there are a lot of doubts about how to build a company, in this post we are going to tell you all the needed procedures to starting a company in Spain quickly and safely. Pay attention and take notes.

Procedures to build a new company in Spain

Apply for a negative certificate of company name 

The first step is to apply for a negative certificate of company name, with the name we want for our company. This certificate is used to certify that there is no other company with the same name we have thought for our company.

This certificate must be done in the Central Mercantile Registry and is valid for three months, renewable for three more months.

Open a bank account in the name of the company

The next step is opening a bank account in the name of the company. In this account, you must enter the amount corresponding to the share capital in case it is a cash contribution. Done this, the bank will produce a certificate with the correspondent amount paid in.

In case it is a Limited Company, the share capital cannot be less than 3.000 euros.  

Likewise, the share capital can be a no cash contribution, there is the option to contribute movable and immovable property, shareholdings in other companies, equipment, etc.

Articles of Association

At this point, you will have to write the articles of association of the company, which will stablish the rules that will govern the operation of the company, y must include the following data:

  • Name of the society.
  • Duration.
  • Address.
  • Corporate purpose (activity to be carried out by the company).
  • Share capital.

It is important to emphasise that a Small Liability Company (SL), the partners responsibility is limited by the share capital, which means that the partners will not personally answer to the debts of the company.

Due to the difficulty and multiple factors to be considered, the advisors for the building of companies in Madrid from Lawyers & Accountants will advise you and ensure that they are drafted correctly.

Formalising the deed under notary

Once we have all the documents, it will be necessary to formalise the public deed of incorporation under notary seal, where we shall state who are the partners of the company, as well as the management body.

Settlement of the Tax on Property Transfer and Documented Legal Acts

The fifth step is settling the Tax on Property Transfer and Documented Legal Acts (RPTT). It should be noted here that this tax will have to be submitted, but since 2010, it is not necessary to pay it. In other words, it is filed, but not paid. 

Registering the articles of association

Lastly, we will have a two-month period to register the articles of association at the Provincial Mercantile Register. To do this, you must first apply to the Tax Agency for a provisional tax identification number (NIF), which will be valid for six months.

Once you have registered the memorandum of association, it is when we will ask for the definitive NIF.

At this point, we will have finished all the procedures to build a new company. However, all those procedures are more complicated than they seem, for that, our advisors for the building of companies in Madrid, will accompany you and advice you in the whole process, dealing with all the procedures for the building of your company allowing you to operate as soon as possible.

Urgent company sales (off-the-shelf company), a faster alternative to company start-ups.

If you want to build your own company, the urgent company sales is a faster alternative that to starting a company, that allows you to begin to operate in a legal, simple and fast way, reducing all the procedures involved in setting up a company from scratch.

The sale of already incorporated companies allows you to operate by speeding up the procedures compared to setting up a company from scratch.

The urgent companies are limited or anonymous companies that have been inactive and were generally set up to be sold in the future. These companies are free of debts, allowing them to be transferred before a notary ad in a public deed in a much more efficient and totally legal way.

If you need a company urgently, the off-the-sale company is an excellent alternative to the creation of a company from scratch, that will reduce the needed process, having the company ready to operate in the same day as the sale of the shares is done.

Are you interested? If so, in Lawyers & Accountants we have companies ready to be acquired and operate in Madrid, both anonymous and limited companies, prepared to be transferred urgently.

Both if you want to build a company from scratch or you are thinking of buying an urgent company, contact our advisors in start-ups without commitment. They will be happy to attend and help you.


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