# Incorporate your S.L. in Spain.

https://melso.ai/en/tramites/constituir-sl

Melso and its professionals set up your Spanish limited company: we reserve the name, draft the bylaws, arrange the signing before a notary and handle registration with the Registro Mercantil. You follow and approve each step in the app.

- Price: €750
- Partners: One or more
- Capital: From €1
- You receive: Registered deed and NIF

An S.L. (Spanish limited company) is incorporated by a public deed before a notary and registration with the Registro Mercantil (companies register). Since Law 18/2022, €1 of capital is enough, but below €3,000 a reinforced legal reserve and the partners’ joint and several liability in a liquidation apply.

## At a glance

- Minimum capital: €1 (art. 4.1 LSC); below €3,000, special rules (art. 4.1 LSC)
- Steps: Name, capital, deed, NIF, registration and activity registration
- Deadline to register: 2 months from the deed (art. 32 LSC)
- Tax on incorporation: Exempt from ITP/AJD (art. 45.I.B).11 TRLITPAJD)

## Who is it for?

**It is for you if**

- You want to limit your liability to what you contribute and keep your personal assets separate from the business’s.
- You are starting up with partners, people or companies, with the shares you agree.
- You are starting up alone: you can incorporate a single-member limited company (S.L.U.).
- You want to start with little capital: from €1, with the rules that come with it.

**It is not for you, or works differently, if**

- With less than €3,000 of capital, at least 20% of profit goes to the legal reserve until, together with the capital, it reaches €3,000, and in a liquidation the partners are jointly and severally liable for the difference. (Legal basis: Art. 4.1 LSC)
- Until registration, the company is in formation: partners and directors can be jointly and severally liable for acts carried out in its name. (Legal basis: Art. 32 LSC)
- A director with management functions and a significant shareholding contributes to the RETA as autónomo societario, with a definitive minimum base of €1,424.40/month in 2026. (Legal basis: Art. 305.2.b LGSS; Orden PJC/297/2026)
- If an individual with more than 50% of the capital carried out the activity in the previous year, the company does not apply the 15% rate for newly created entities. (Legal basis: Art. 29.1 LIS)

## What you need

What the notary usually asks for, or the PAE (business service point) if you incorporate online.

- DNI or NIE of each partner and director
- Up to five company names, in order of preference
- Certificate that the name is available from the Registro Mercantil Central
- Bank certificate of the capital deposit
- Articles of association
- Registered office and corporate purpose
- Acceptance of the director’s appointment
- Notarial power of attorney, if a partner does not sign in person

## Step by step

On Pro and Plus, Melso professionals file the included returns after you approve the exact version in the app; you do not file those returns yourself on the AEAT website. Registering as self-employed and incorporating an S.L. are separate procedures, with their own price, done by professionals after you authorize them. The API and MCP prepare data, drafts and, where it exists, the AEAT import file; they do not approve or file. A gestoría on the Melso console files its own clients’ returns. Only the official receipt proves filing.

[Spain bureaucracy API](https://melso.ai/en/api)

1. Reserve the company name. Ask the Registro Mercantil Central for a name availability certificate with up to five names. The name stays reserved for 6 months and the certificate is valid for 3 months to sign the deed.
2. Open the account and deposit the capital. In the name of the company in formation. The bank issues a deposit certificate, valid for 2 months.
3. Prepare the articles of association. Partners, capital and shares, corporate purpose, registered office and governing body. With standard articles you can use the CIRCE online route.
4. Sign the deed before a notary. It sets out the articles, the capital, the partners and the directors. CIRCE speeds up the process, but does not remove the deed.
5. Request the provisional NIF. On modelo 036 (box 110), within the month after incorporation and always before you start trading. The notary or the PAE can handle it.
6. Register the company with the Registro Mercantil. Within 2 months of the deed. Until then, the company is in formation.
7. Get the definitive NIF and register the activity. With a 036 for changes (box 120) and the registry certificate. Report the activity, VAT, corporate income tax and withholdings, and register the director in the RETA if applicable.

## Costs and official fees

What the rules set. Notary and registry fees also carry 21% VAT.

| Item | Amount | Legal basis or source |
| --- | --- | --- |
| Share capital | From €1; it is not an expense, it stays in the company | Art. 4.1 LSC; Law 18/2022 |
| Notary and registry online, with standard articles and capital up to €3,100 | €60 notary and €40 registrar, plus VAT | Art. 5.Dos.c RDL 13/2010 |
| Notary and registry online, in general | €150 notary and €100 registrar, plus VAT | Art. 5.Uno.g RDL 13/2010 |
| Incorporation by the ordinary route | Fee scale based on the amount and the number of pages, plus VAT | Notary and registrar fee scales |
| ITP/AJD, corporate transactions | €0: incorporation is exempt | Art. 45.I.B).11 TRLITPAJD |
| Publication in the BORME (official companies gazette) | No fee for online incorporation | Art. 15.9 Law 14/2013 |
| VAT on notary, registry and gestoría | 21% | Art. 90 Law 37/1992 |

The scope of the fee in art. 5.Uno.g of RDL 13/2010 has been disputed since Law 14/2013: take it as a reference. Melso’s price includes the notary and the Registro Mercantil; you can see it further down.

## Deadlines

The incorporation deadlines and the first ones the following year.

| Step | Deadline | Legal basis or source |
| --- | --- | --- |
| Name availability certificate | Valid for 3 months to sign the deed; the name stays reserved for 6 months | Registro Mercantil Central |
| Capital deposit certificate | Valid for 2 months from its date | Art. 62.3 LSC |
| Provisional NIF (036) | Within the month after incorporation and before trading | AEAT, 036 instructions |
| Registration with the Registro Mercantil | 2 months from the deed | Art. 32 LSC |
| CIRCE route with standard articles | Name in 6 working hours, notary appointment in 12 and registration in 6; without standard articles, definitive registration in 5 days | Arts. 15 and 16 Law 14/2013 |
| Director’s RETA registration | Before or on the day they take up their duties, up to 60 days in advance | Social Security guide to self-employment |
| Legalisation of books | 4 months from the end of the financial year | Art. 18 Law 14/2013 |
| Annual accounts | Prepare within 3 months of year end, approve within 6 and file within the month after approval | Arts. 253, 164 and 279 LSC |
| First corporate income tax return (modelo 200) | Within the 25 calendar days after the 6 months following year end: July 2027 if your year ends on 31 December 2026 | AEAT, corporate income tax deadline |

If your year ends on 31 December 2026: you prepare the accounts by 31 March 2027, approve them by 30 June and file them by 30 July. Until the deed is registered, the company remains in formation.

## Worked examples

**Nova Studio S.L.: two partners and €3,000 of capital**

Two partners with 50% each incorporate the company on 1 March 2026. The first financial year closes with a pre-tax result of €45,000, taken as the tax base, and they distribute €30,000 in dividends. The partners have no other savings income.

| What it holds | Calculation | Amount |
| --- | --- | --- |
| ITP/AJD on incorporation | Exempt | €0.00 |
| Corporate income tax | 45,000.00 × 15% for new entities | €6,750.00 |
| Profit after tax | 45,000.00 − 6,750.00 | €38,250.00 |
| Legal reserve | 10% of 38,250.00, capped at 20% of capital | €600.00 |
| Withholding per partner | 15,000.00 × 19% | €2,850.00 |
| Each partner’s income tax on their dividend | 6,000.00 × 19% + 9,000.00 × 21% | €3,030.00 |
| Balance due per partner | 3,030.00 − 2,850.00 | €180.00 |

After distributing €30,000, €8,250 stays in the company, €600 of it as the compulsory legal reserve. Under the micro-company scale (19%), the tax would have been €8,550: the new-entity rate saves €1,800.

**Uno S.L.U.: one partner and €1 of capital**

A single partner incorporates the company with €1 of capital. The first financial year closes with a pre-tax result of €30,000, applies the 15% new-entity rate and distributes as much as it can. The partner has no other savings income.

| What it holds | Calculation | Amount |
| --- | --- | --- |
| Corporate income tax | 30,000.00 × 15% | €4,500.00 |
| Profit after tax | 30,000.00 − 4,500.00 | €25,500.00 |
| Legal reserve with capital below €3,000 | 20% of 25,500.00 = 5,100.00, capped at 3,000.00 − 1.00 | €2,999.00 |
| Maximum dividend | 25,500.00 − 2,999.00 | €22,501.00 |
| 19% withholding | 22,501.00 × 19% | €4,275.19 |
| Partner’s income tax on the dividend | 6,000.00 × 19% + 16,501.00 × 21% | €4,605.21 |

The partner pays €330.02 more in their Renta (€4,605.21 − €4,275.19). If the company were liquidated without enough assets, they would be liable for €2,999: that is the hidden cost of €1 of capital.

## Common mistakes

- Thinking €1 settles everything. With less than €3,000 of capital you put at least 20% of profit into the legal reserve and, in a liquidation, the partners are jointly and severally liable up to €3,000.
- Not registering the deed within 2 months. The company remains in formation, and founders and directors are liable for damages caused by the delay.
- Keeping the provisional NIF. After registration you must request the definitive NIF with a 036 (box 120) and update the activity, the address and the obligations.
- Not registering the director in the RETA. If they run the company and hold a significant shareholding, they contribute as autónomo societario. The company does not take their place.
- Not filing the 200 because there was no activity. The company files corporate income tax even if it had no activity or made a loss.
- Not filing the annual accounts. The Registro Mercantil closes the company’s registry sheet and can impose a penalty.
- Forgetting the legal reserve at any capital. Even with €3,000 or more, 10% of profit goes to the legal reserve until it reaches 20% of capital (art. 274 LSC).
- Mixing the company’s money with your own. Dividends and pay are documented. Money taken out without a legal basis can be treated as a loan or as disguised pay.

## If something is late

The deadlines you cannot miss during incorporation and in the first year.

| Situation | Consequence | Legal basis or source |
| --- | --- | --- |
| Deed not registered within 2 months | Founders and directors are liable for damages; the company remains in formation | Art. 32 LSC |
| Annual accounts not filed | Closure of the registry sheet and a penalty | Arts. 279, 282 and 283 LSC |
| 036 filed late | Fixed fine of €400; €200 without a prior request | Art. 198 LGT |
| 200, 303, 111 or 115 with tax to pay, filed late on your own | No penalty: a surcharge of 1% plus 1 point for each full month of delay, with no interest. After more than 12 months, 15% plus late-payment interest from the day after those 12 months end | Art. 27.2 LGT |
| Self-assessment with nothing to pay filed late | Fixed fine of €200; €100 without a prior request | Art. 198 LGT |
| 347 or 349 filed late | €20 per item of data, with a minimum of €300 and a maximum of €20,000; half without a prior request | Art. 198 LGT |

- The surcharge is reduced by 25% if you pay the tax when you file, or request with the return a deferral guaranteed by a bank guarantee or surety insurance and pay the debt within the instalments granted, and you also pay the surcharge within the period of its assessment (art. 27.5 LGT).
- The late-payment interest rate for 2026 is 4.0625% a year (art. 26.6 LGT and additional provision 42 of Law 31/2022, extended).

## What it costs.

A fixed price, notary and Registro Mercantil fees included.

Incorporate an S.L.: €750 (One-off payment). You pay in the Melso app when you send the request. The invoice is in the new company’s name.

**Included**

- Requesting the name reservation from the Registro Mercantil Central, Spain’s central companies register.
- Drafting the bylaws and the deed of incorporation.
- Coordination with the notary.
- Filing with the Registro Mercantil.
- Notary and Registro Mercantil fees, including the name reservation and the BORME publication.
- The company’s NIF and census registration (modelo 036).
- Professional review at each step.
- Progress and documents in Melso.

**Not included**

- The share capital, paid into the company’s bank account.
- Partners’ digital certificates.
- Powers of attorney, translations and apostilles, if a partner needs them to sign.
- Licences and permits for your activity.
- Bookkeeping and taxes for the new company.

## How it moves forward.

Follow each step in Melso. If anything is missing, we ask you before continuing.

1. Send the request. And pay for it in the app.
2. Name reservation. At the Registro Mercantil Central. We draft the bylaws and the deed.
3. Review and approve. The draft, in the app.
4. Notary signing. The partners sign the deed at the appointment we arrange.
5. Registration and NIF. We handle the Registro Mercantil filing, the NIF and the census registration.
6. Your company. You receive the registered deed and the NIF. Our team sets up your new company in Melso.

## Related procedures

- [Registering as self-employed](https://melso.ai/en/tramites/alta): If you decide to start as an individual.
- [Taxes for the self-employed](https://melso.ai/en/tramites/impuestos): Day-to-day taxes and their calendar.
- [Form 303 · VAT](https://melso.ai/en/tramites/modelo-303): The company files VAT every quarter if it invoices with VAT.
- [Form 111 · Withholding tax](https://melso.ai/en/tramites/modelo-111): If it pays salaries, the director or professionals with withholding.
- [Form 115 · Rent withholding](https://melso.ai/en/tramites/modelo-115): If it rents premises for the activity.

## Frequently asked questions

**How much does it cost to incorporate an S.L.?**

There is no single fee. Online, with standard articles and capital up to €3,100, the notary and registrar charge €60 and €40 plus VAT. ITP/AJD is exempt. The capital is not an expense: it stays in the company.

**Is VAT charged when you incorporate an S.L.?**

The capital contribution carries no VAT. Notary, registry and gestoría fees do carry 21%.

**What corporate income tax rate does a new S.L. pay?**

15% in the first period with a positive tax base and in the next one, if it meets the requirements for a newly created entity. Otherwise, in 2026: micro-company 19% up to €50,000 and 21% on the rest, small company 23% or general 25%.

**What happens if I do not register the company?**

It remains in formation and does not have full legal personality. Partners and directors can be jointly and severally liable for its acts and for damages caused by the delay.

**Which taxes does an S.L. file each year?**

Corporate income tax (200) and its instalment payments (202) where applicable, VAT (303 and 390) if it invoices with VAT, withholdings (111 and 190, 115 and 180) if it pays salaries or rent, and the 347 or the 349 where they apply.

**What is the minimum share capital?**

Since Ley 18/2022, you can incorporate an S.L. with €1 of share capital. Below €3,000, specific rules apply to the legal reserve and the partners’ liability; we explain them before you choose the amount.

**How long does it take?**

It depends on the notary’s availability and the Registro Mercantil’s processing times. Melso shows which step your company is at, and we tell you when we need something from you.

**Can an S.L. have a single partner?**

Yes. With one partner it is a single-member company, an S.L.U. It can also have several partners, people or companies, with the shares you agree.

**Can foreign nationals be partners?**

Yes. Every partner without a Spanish DNI needs an NIE, the identification number for foreign nationals, including non-residents. If you don’t have one yet, tell us and we explain what you need.

**Does the director (administrador) have to register as autónomo?**

It depends on the case, such as their shareholding and their role in the company. We review it with you during the incorporation.

**Can I start from Claude or WhatsApp?**

Yes. Claude, with Melso connected, or your agent on WhatsApp prepares the request with your details. Payment and approvals always happen in the Melso app.

**What happens once the company is registered?**

Your S.L. has its own company in Melso from the moment you ask for it: you receive the registered deed and the NIF there, and it takes the company’s name. Bookkeeping and taxes for the company are not part of this price.

**Whose name is the invoice in?**

The new company’s. When you pay you get a receipt; once it is registered we invoice the company our fee plus, as disbursements, the notary and registry fees, whose invoices are in its name too.

**What isn’t included in the price?**

Notary and Registro Mercantil fees are included. The price doesn’t include the share capital, digital certificates, partners’ powers of attorney, licences or the new company’s ongoing service.

## Official sources

- [BOE · Capital Companies Act (RDL 1/2010)](https://www.boe.es/buscar/act.php?id=BOE-A-2010-10544) (Checked on 20 October 2026)
- [BOE · Law 18/2022 on business creation and growth](https://www.boe.es/buscar/act.php?id=BOE-A-2022-15818) (Checked on 20 October 2026)
- [BOE · Law 14/2013 on support for entrepreneurs (arts. 15, 16 and 18)](https://www.boe.es/buscar/act.php?id=BOE-A-2013-10074) (Checked on 21 October 2026)
- [BOE · Royal Decree-law 13/2010, fees for online incorporation (art. 5)](https://www.boe.es/buscar/act.php?id=BOE-A-2010-18651) (Checked on 21 October 2026)
- [BOE · Consolidated text of ITP and AJD (art. 45)](https://www.boe.es/buscar/act.php?id=BOE-A-1993-25359) (Checked on 20 October 2026)
- [AEAT · Corporate income tax rates](https://sede.agenciatributaria.gob.es/Sede/impuesto-sobre-sociedades/que-base-imponible-se-determina-sociedades/tipo-impositivo.html) (Checked on 20 October 2026)
- [AEAT · Modelo 036. Census of businesses, professionals and withholding agents](https://sede.agenciatributaria.gob.es/Sede/procedimientoini/G322.shtml) (Checked on 20 October 2026)