Company & Commercial Law · Spain
Company formation in Spain, guided by a specialist lawyer
Setting up a business here means working through Spanish notarial practice, commercial regulation and a civil-law system built on codes. We connect you with a lawyer who handles company formation in Spain every day, so you know what is required before you commit. Matching is free and carries no obligation.
- Lawyers who are members of a Spanish Colegio de la Abogacía
- You compare approach, experience and fees before instructing anyone
- First response typically within 24–48 hours
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Setting up in Spain
What to expect when you form a company in Spain
Setting up a business in Spain means working inside a continental civil-law system built on codes rather than judicial precedent, where the Commercial Code, the Civil Code of 1889 and procedural legislation set the framework. For most founders the practical route runs through a public deed before a Spanish notary, who verifies the identity and capacity of the parties and controls legality — which is why company formation in Spain is rarely a purely administrative task. A lawyer who belongs to a Colegio de la Abogacía can guide you through structure, documentation and the tax position of shareholders, including the Non-Resident Income Tax rules that apply to Spanish-source income earned without a permanent establishment. We match you with a lawyer who handles this work routinely, at no cost to you.
Spain in practice
How the Spanish legal framework shapes your company project
Spanish commercial life is governed by statutes and codes rather than by case law, and several formal steps sit outside the purely administrative sphere. The notes below summarise the elements that most often matter to founders and their advisers, drawn from official Spanish and EU sources.
A framework written in codes
Spain follows the continental civil-law model, so commercial and company matters are governed by comprehensive legislation rather than judicial precedent. The Commercial Code, the Civil Code of 1889 and the procedural laws set the ground rules, while decisions of the Supreme Court (Tribunal Supremo) unify the interpretation of the law through its jurisprudencia.
Lawyers who may act for your business
To practise law in Spain a lawyer must belong to a Colegio de la Abogacía, coordinated by the Consejo General de la Abogacía Española. Qualification requires a law degree, the Máster de Acceso a la Abogacía or an equivalent 90-ECTS course, and the state professional aptitude examination under Law 34/2006. Registration in a single Colegio is enough to practise throughout Spain.
The notary sits at the centre of incorporation
Notarial intervention is required or customary for a range of business acts, including company incorporation, powers of attorney and mortgage loans. The notary, a public official, verifies identity and capacity and controls legality, and the resulting public deed is a precondition for registration, third-party protection and most financing under Article 1280 of the Civil Code and Article 3 of the Mortgage Law.
Court fees and costs if a dispute arises
A court fee (tasa judicial) applies in the civil and contentious-administrative orders, but it is owed only by legal persons such as companies, associations and foundations, while natural persons are exempt under Law 10/2012. Lawyer’s fees are freely agreed, and a losing party may be ordered to pay the other side’s costs, capped at one third of the amount in dispute for lawyers’ and procuradores’ fees.
Tax notes for non-resident shareholders
Spanish-source income earned without a permanent establishment falls under the Non-Resident Income Tax (IRNR) governed by Royal Legislative Decree 5/2004. The general rate is 19% for residents of EU/EEA countries with effective exchange of tax information and 24% for other non-residents, while capital gains, dividends and interest are generally taxed at 19%.
Regional differences worth knowing
Spain is a highly decentralised state. Catalonia, the Basque Country, Navarre, Galicia and the Balearic Islands apply their own civil-law rules alongside the common Civil Code, which can affect the family and succession structures that sit behind a family business — from the default matrimonial property regime to forced heirship rules.
Key time limit — Commercial & Corporate Law
Debt recovery (general contractual claims) — 5 years. The general limitation period for contractual claims, including unpaid invoices between businesses.
All country-specific information on this page is taken from official Spanish and European sources (BOE, European e-Justice Portal and the Agencia Tributaria), consulted in 2025.
- European e-Justice Portal — National justice systems: Spain
- Royal Decree 135/2021 — Estatuto General de la Abogacía Española
- Spanish Civil Code (Código Civil) — BOE
- Law 1/1996 on free legal aid and procedural costs — BOE
- Law 36/2011 on the social jurisdiction (dismissal deadline) — BOE
- Law 58/2003 on inheritance tax filing — BOE
- Law 39/2015 on administrative procedure — BOE
- Agencia Tributaria — Non-Resident Income Tax rates
Common problems
Where company projects in Spain usually run into difficulty
Most setbacks are not dramatic — they come from small gaps in local knowledge that only surface once documents are already in motion.
Choosing a structure that does not fit
A structure that suits one shareholder profile can create avoidable tax exposure or administrative burden for another. Without local advice, founders often notice the mismatch only after the notarial deed has been signed and the arrangements are harder to unpick.
Formalities in an unfamiliar system
Your paperwork has to satisfy a Spanish notary who verifies identity, capacity and legality before the deed is executed. Incomplete or poorly prepared documents slow the whole project down and push back the moment you intended to start trading.
Costs and deadlines you did not anticipate
Lawyers’ fees in Spain are freely agreed, with no binding official tariffs, so quotations vary considerably. If a commercial disagreement later reaches court, a company also pays a court fee that private individuals do not, with a possible costs order on top.
How we help
Free matching with a Spanish company lawyer
You explain the project once; we route it to lawyers whose practice covers company formation in Spain.
A lawyer who knows the local steps
We match you with a lawyer who is a member of a Spanish Colegio de la Abogacía and works on company formation in Spain regularly, so decisions, the notarial deed and the surrounding formalities are handled in the right order.
Independent comparison, no pressure
You set out your project once. We pass it to lawyers who handle this type of work and you decide whom to instruct. Matching costs you nothing and you are under no obligation to proceed with any of them.
Tax questions answered properly
Non-resident shareholders encounter Spanish rules such as the Non-Resident Income Tax, with rates of 19% or 24% depending on residence and the exchange of tax information. Your lawyer can explain how those rules apply to your shareholding.
Cover if a dispute emerges later
If a disagreement over unpaid invoices or a commercial contract escalates, a lawyer can explain the applicable limitation periods, which courts hear the case and the costs rules that apply specifically to companies in Spain.
Across Europe
Also looking at other jurisdictions?
Founders comparing options often weigh Spain against its neighbours. Our network covers the jurisdictions below, so you can explore more than one route before deciding.
Questions and answers
Company formation in Spain: frequent questions
What does company formation in Spain involve in practice?
In practice it centres on a public deed executed before a Spanish notary, who verifies the identity and capacity of the parties and controls legality. Notarial intervention is required or customary for company incorporation, and the deed is a precondition for registration, third-party protection and most financing. A lawyer prepares the documentation and advises on structure.
Do I need a lawyer who is a member of a Spanish bar association?
Yes. Membership of a Colegio de la Abogacía is compulsory in order to practise law in Spain, and the Consejo General de la Abogacía Española coordinates and disciplines the profession. Registration with a single Colegio — that of the lawyer’s principal professional domicile — is sufficient to practise throughout the country.
How are non-resident shareholders taxed in Spain?
Spanish-source income earned without a permanent establishment is subject to the Non-Resident Income Tax under Royal Legislative Decree 5/2004. The general rate is 19% for residents of EU/EEA countries with which there is effective exchange of tax information and 24% for other non-residents. Capital gains, dividends and interest are generally taxed at 19%.
How much does a lawyer charge for incorporation work?
Lawyers’ fees in Spain are freely agreed between lawyer and client — there are no binding official tariffs. Bar associations publish non-binding guideline criteria (criterios orientadores) to help fix and challenge fees, so ask for a written estimate. If litigation later follows and you lose, a costs order may be made, capped for lawyers’ and procuradores’ fees.
Which courts would hear a business dispute in Spain?
Civil claims are heard at first instance by the Courts of First Instance (Juzgados de Primera Instancia), with appeals (apelación) going to the Provincial Courts (Audiencias Provinciales) and cassation to the Supreme Court in Madrid. In civil and commercial litigation, representation by both an abogado and a procurador is generally mandatory, except in juicio verbal claims up to €2,000.
Do companies pay court fees in Spain?
Yes. A court fee (tasa judicial) applies in the civil and contentious-administrative orders and is owed by legal persons such as companies, associations and foundations, while natural persons are exempt under Law 10/2012. The fee combines a fixed amount with a variable amount based on the value in dispute. Labour and criminal proceedings carry no fee.
Next step
Tell us about your Spanish company project
Describe what you want to set up, where in Spain and when you hope to start. We will match you with a lawyer whose practice covers company formation in Spain, and you take it from there — free of charge and with no obligation to instruct anyone.