Setting up a company in Spain as a foreigner is easier than many expect. Whether driven by a new business opportunity, international expansion or the need to operate within the EU market, non-residents can create a company in Spain without living in the country — and even without travelling.
However, the process often raises practical questions: What requirements apply to foreign shareholders? What documents are needed? How does the Spanish tax system treat non-residents? To provide clarity, this guide explains the key legal and tax requirements, the step-by-step incorporation procedure, and the most common mistakes to avoid.
Resident vs. non-resident: key differences when setting up a company in Spain
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One of the key issues when setting up a company in Spain is understanding the difference between being a resident or a non-resident. This distinction affects tax matters, the way the process is structured, and certain ongoing obligations.
From a tax perspective, a person is considered a tax resident in Spain if they remain in the country for more than 183 days per year or if their main centre of economic interests is located in Spain. Anyone who does not meet these criteria is considered a non-resident, even if they own a company or investments in Spain.
Being a non-resident usually implies:
- The need to obtain specific tax identification in Spain.
- The possible obligation to appoint a tax representative.
- Different tax treatment for certain types of income and distributions.
Understanding these differences from the outset helps prevent potential errors and ensures that both the incorporation and the ongoing operation of the company comply with Spanish regulations.
Do you need a legal or tax representative in Spain?
If the shareholder or director does not reside in Spain, it may be mandatory to appoint a
legal and tax representative.
At LEIALTA, we provide this service to ensure full compliance with Spanish regulations
and to streamline all procedures with the Spanish authorities.
More information:Legal and Tax Representative Service in Spain
Who can set up a company in Spain from abroad?
Setting up a company in Spain from abroad is becoming increasingly common, as Spanish regulations allow it under various scenarios. As long as the formal requirements are met and the appropriate structure is chosen for the project, both individuals and foreign companies can incorporate a Spanish company.
Who can set up a company in Spain from abroad?
A foreign individual can set up a company in Spain, either as a sole shareholder or together with other partners, without residing in the country and without the need to travel to Spain. They may also hold the position of company director.
Setting up a company in Spain as a foreign individual
Foreign companies can also operate in Spain through a Spanish company owned by the parent company or, in certain cases, through a branch. Each option has significant legal, tax and operational implications.
For this reason, before deciding, it is advisable to define the type of activity to be carried out, the level of presence in Spain and the level of risk to be assumed.
Common scenarios and recommended legal structures
Below are some common scenarios and the structure typically used in each case:
| Common situation | Project profile | Most common structure |
|---|---|---|
| Starting a business without residing in Spain | Foreign individual | Limited Liability Company (SL) |
| Operating on a stable basis in Spain | Foreign company | Subsidiary (SL) |
| One-off project or initial phase | Foreign company | Branch |
| Investment or holding structure | Non-resident investor | Spanish SL |
| Management from abroad | Non-resident shareholder or director | SL with powers of attorney in Spain |
The appropriate choice depends on the type of project, the level of presence in Spain, and how the activity is structured from a legal and tax perspective.
Common scenarios and recommended legal structures
Many of the requirements to set up a company in Spain as a foreigner are common to any Spanish company. However, when shareholders or directors do not reside in Spain, certain aspects require special attention.
NIE / NIF: mandatory tax identification
Foreign individuals must obtain a NIE, and foreign companies must obtain a Spanish tax identification number (NIF). Without this, it is not possible to sign the incorporation deed or carry out administrative procedures.
Choosing the right legal structure (SL, branch, subsidiary)
In most cases, the preferred option is a Limited Liability Company (SL), due to its flexibility and the limitation of liability to the contributed capital.
Share capital requirements
A capital contribution is required and must be evidenced by a bank certificate. Although the legal minimum is low, the capital should be consistent with the actual activity of the company.
Articles of association and representation for non-residents
The articles of association must be adapted to the situation of the foreign shareholder, and when the shareholder does not reside in Spain, it is often necessary to grant powers of attorney or appoint a tax representative.
From a tax standpoint, the company will be fully subject to Spanish regulations regarding Corporate Income Tax, VAT and reporting obligations, regardless of whether its shareholders are foreign or non-resident. As these requirements form the basis of any incorporation process, they should be reviewed carefully before moving forward, as they affect all subsequent steps.
