Setting Up a Spanish SL as an American: Steps, Costs and Taxes

An American can own a Spanish SL, the sociedad de responsabilidad limitada, whether or not they live in Spain, and its partners are not personally liable for its debts. The capital bar dropped to 1 euro in 2022. The paperwork did not: a name certificate, an NIE for every foreign founder and signing director, a notarial deed, a tax number and a registry entry, each running on its own clock. The company carries no right to live in Spain, and the IRS wants its own forms. This article is for informational purposes only and is not tax or legal advice; verify current requirements with the relevant Spanish authority or a licensed professional.

What can go wrong when an American sets up an SL?

The upside of an SL is limited liability under the capital companies law (Ley de Sociedades de Capital, LSC). The catch: that shield has four conditions, and immigration law and the IRS bring two more risks.

• Capital under 3,000 euros. At least 20 percent of each year’s profit goes to the legal reserve until reserve and capital together reach 3,000 euros; if a winding-up comes up short of assets, the partners are jointly liable for the gap between 3,000 euros and the capital.
• An unregistered single owner. When an SL becomes single-member (unipersonal) after formation and nobody registers the change for 6 months, the sole partner answers without limit for that period’s debts.
• Late filings. File the deed late and founders and directors are jointly liable for the resulting damage. Leave the annual accounts unfiled and most new registry entries are blocked, with a fine of 1,200 to 60,000 euros on top, up to 300,000 euros a year above 6 million euros of turnover.
• Directors’ duties. If losses push net equity below half the capital, directors must call a general meeting within 2 months or become liable for later debts; under the General Tax Law, directors are also secondarily liable for company tax debts and penalties when the company committed tax infractions and they did not do what was theirs to do, or when it stopped trading with taxes unpaid.
• Immigration. Organic Law 4/2000 requires a prior authorization for any gainful activity, and owning an SL does not supply one.
• The IRS. Each foreign corporation without its Form 5471 costs $10,000 a year.

Forming an SL, step by step

Nine steps take you from a name to a working company, and several of them run on their own deadlines.

1. Name certificate (a founder, at the Registro Mercantil Central, the central companies registry). The registry holds the name for 6 months, but the certificate is valid 3 months for signing the deed under article 414 of the Commercial Registry Regulation. A June 2024 ministry guide says six months, which is the reservation period: plan on 3. Among the fee items on the request page is 6.010121 euros for the certification.
2. An NIE for each foreign partner and signing director. The tax number of each signer and each person represented must appear in the deed; for a foreigner, that is the NIE (número de identidad de extranjero). In Spain, the police charge 9.84 euros on form 790 code 012 under Order PJC/617/2025 and must decide within 5 days. Washington charges $12 “in 2025” and quotes 20 to 30 days in English, against two weeks on average in Spanish. New York charges $12 and takes about five weeks, Chicago six and Los Angeles two, while Miami still shows a 2021 fee. The NIE guide has the rest.
3. Capital (the founders). Shares are paid in full at the deed, and work or services never count as capital. To prove the cash, use a bank certificate in the company’s name, valid 2 months, or a declaration by the founders in the deed that they are jointly liable for it (LSC articles 62.2 and 40 ter.3). The PAE Virtual, the government’s online formation service, still asks for the certificate in its August 31, 2026 guide.
4. Deed at the notary. You choose between standard bylaws (estatutos tipo) with a standardized deed, and custom bylaws. On CIRCE, the ministry’s online formation system, Law 14/2013 puts the appointment within 12 business hours.
5. Provisional NIF. On CIRCE, the notary requests a provisional tax number (NIF) from the Agencia Tributaria, Spain’s tax agency, and the PAE guide says not to ask for it yourself. Off CIRCE, file Modelo 036, the tax registration form, within a month of formation and before any operation. The number arrives within 10 days, and the company name carries “EN CONSTITUCIÓN” (in formation). The June 2024 ministry guide says 036 cannot be filed online; the Agency’s NIF page of December 15, 2025 offers a remote request.
6. Transfer tax return. Formation is exempt from ITP-AJD, the transfer and stamp duty tax, but no registry accepts the deed without the return. Royal Decree 828/1995 and Madrid’s Modelo 600 page (April 23, 2026) give 30 business days, the 2023 PAE infographic one month: file within the month. Other regions were not checked.
7. Registration (founders and directors, at the provincial Registro Mercantil). LSC article 32.1 gives 2 months from the deed; article 83 of the registry regulation, which yields to a contrary law, and both ministry documents say 1, so plan on 1 month. The registrar’s clock is 6 business hours on CIRCE with standard bylaws; with custom bylaws on a standardized deed, 6 business hours for an initial entry and 5 days for the definitive one; otherwise 15 days under the Commercial Code.
8. Definitive NIF. On CIRCE the registrar requests it; otherwise a Modelo 036 does the job. Any documents missing from the provisional file are due within 1 month of registration.
9. Foreign investment. A non-resident holding 10 percent or more files form D-1A within one month of the investment under Order ECM/57/2024 and Royal Decree 571/2023; if a Spanish notary is involved, the notary files it. In listed sectors such as critical infrastructure or sensitive data, a non-EU investor holding 10 percent or more needs prior government authorization, so take advice.

Notary and registry fees

On CIRCE, formation overhead is capped by law. Royal Decree-law 13/2010 limits fees on that route to 150 euros for the notary and 100 for the registrar, or 60 and 40 euros with capital of 3,100 euros or less and the ministry’s standard bylaws. The fine print sits in the 2011 wording of the notary and registry tariffs: the caps cover only SLs with no company among the partners, capital of 30,000 euros or less, and a sole director, directors acting severally or two joint directors.

Off CIRCE, the notary tariff charges 90.15 euros on capital up to 6,010.12 euros, then 4.5 per thousand to 30,050.61 euros; the registry charges 6.01 euros up to 3,005.06 euros, then sliding percentages capped at 2,181.67 euros. Royal Decree-law 8/2010 takes 5 percent off both, and notaries may discount up to 10 percent under Royal Decree-law 6/2000.

Forming the SL from the United States

You can form the company without boarding a plane, by one of three routes:

• Notarial videoconference. Article 17 ter of the Notaries Act has let a notary authorize a formation by videoconference since November 9, 2023, when all contributions are in cash. You log in with an electronic ID accepted under Law 39/2015; the text does not say whether a U.S. passport alone qualifies.
• Power of attorney at a consulate. The Washington consular section signs one in person for about $60, paid in cash or by money order; Chicago’s 2026 fee table lists $35 for a general power.
• Power of attorney before a U.S. notary, plus an apostille and a sworn translation, as the apostille guide explains.

The videoconference route has a catch of its own: the LSC’s fully online procedure needs the cash paid through a payment provider established in the EU, and a U.S.-only bank may not be one. On the PAE Virtual, at least one partner needs an electronic certificate from the FNMT, the Spanish mint, because Cl@ve, the government login, cannot sign the DUE, the single electronic form.

The company’s Spanish taxes in 2026

The company is a Spanish taxpayer in its own right: an SL formed under Spanish law is tax resident in Spain. For periods starting in 2026, the Corporate Tax Law and its transitional provision 44 set these rates:

The 15, 19, 21 and 23 percent rates are not for asset-holding companies, and the 15 percent rate is also not for group members, or an activity already run by a related party or, in the prior year, by an individual owning over 50 percent. Small companies step down to 22 percent in 2027 and 21 in 2028, as the Agencia Tributaria’s campaign page also shows.

Returns. Modelo 200, the annual return, falls due in the 25 calendar days after the 6 months that follow the year end, so July 1 to 25 for a December 31 year end. Modelo 202 installments land in the first 20 calendar days of April, October and December.

VAT. VAT runs at 21 percent in general. Quarterly returns go in during the first 20 calendar days after each quarter, and the first 30 days of January for the last one, even with nothing to declare; companies with over 6,010,121.04 euros of operations the year before file monthly, under the VAT regulation. Trading goods with EU businesses, or selling services to them or buying from them under the reverse charge, requires ROI registration, the intra-EU operators register; services for U.S. clients and U.S. software fees follow the rules in the freelancing guide. Companies must adapt their invoicing software before January 1, 2027.

Paying yourself. Director payroll starts at zero: a director is unpaid unless the bylaws set a pay system, and the general meeting approves the annual maximum. For a Spanish tax resident, director pay carries 35 percent withholding under the income tax law, or 19 percent when the last closed turnover was under 100,000 euros. A director who moves to Spain for the post after 5 years without Spanish tax residence can opt for the 24 percent Beckham regime within 6 months of the Social Security start date. If the director lives in the U.S., the pay is Spanish-source income taxed under non-resident tax law at 24 percent in general, but article 18 of the 1990 treaty lets Spain tax board fees only for services performed outside the U.S., and it says nothing about a sole director.

Dividends. Spanish residents pay state and regional scales of 9.5 to 15 percent each on savings income, 19 to 30 percent in total, with 19 percent withheld up front. A U.S. resident owes 19 percent, which the treaty caps at 15 percent.

Annual accounts. The directors prepare them within 3 months of year end, the general meeting approves them within 6, and they go to the registry within 1 month of approval together with the beneficial ownership sheet naming anyone above 25 percent.

Directors: Social Security and permits

RETA. Which regime you land in comes down to control. Article 305.2.b of the General Social Security Law puts directors and partners in RETA, the self-employed regime, when they work for the SL for pay, habitually, personally and directly, with effective control. Control always exists at 50 percent of the capital. It is presumed at one third, one quarter with management duties, or half held by cohabiting spouses or relatives up to the second degree. A paid director without control whose post involves management duties goes into the general regime, without unemployment or wage fund cover.

Register before you start, and no earlier than 60 days before, under Royal Decree 84/1996; a late registration counts from the first of the month, with surcharges. In 2026, company owners contribute on a minimum monthly base of 1,424.40 euros or keep their 2025 provisional base, under Order PJC/297/2026. The autónomo (self-employed) guide has the rates, but its lower minimum bases do not apply to them.

Royal Decree-law 13/2022 set the 80 euro reduced fee for 2023 to 2025 only. The Treasury’s Import@ss guide still offers 80 euros with no year attached, yet no 2026 text read sets the amount or says whether company owners qualify. None says either whether an unpaid controlling director must register. For a self-employed person living in the U.S., the 1986 agreement applies the law of the country of residence; the agreement signed on April 8, 2024, which no official page read shows in force, would switch to the law of the place of work (article 6).

Permits. No work permit exception in Organic Law 4/2000 or Royal Decree 1155/2024 covers company directors or partners, and no official text read says whether a director living abroad needs a permit, so take advice first. The ministry’s non-lucrative sheet accepts income from shares in Spain-based companies if each company certifies, and you swear, that you do not work there; nothing read covers an unpaid directorship. To run the company from Spain, look at the entrepreneur visa: it needs a favorable ENISA report, and the UGE immigration unit decides within 20 days. The self-employment permit on the ministry’s Hoja 14 sheet costs 10.94 plus 203.84 euros in fees for 1 year, in one region and one sector.

What the IRS expects from an owner

Classification. The IRS side starts with one question: what kind of entity is your SL? The list of entities always taxed as corporations in Treas. Reg. 301.7701-2 names only the Sociedad Anónima, the public limited company, for Spain, which makes an SL an eligible entity. Under 301.7701-3, a foreign eligible entity whose members all have limited liability under its own law defaults to an association, taxed as a corporation. LSC article 1.2 says SL partners are not personally liable, but the first two risks above can make them liable, and no IRS page read names the SL’s default class, so get it confirmed. Form 8832 lets a single owner elect disregarded status and several members partnership status, effective from 75 days before to 12 months after filing.

Forms. Form 5471 goes in with your return in the year you acquire 10 percent (Category 3), and in any year you control more than 50 percent (Category 4) or hold 10 percent of a controlled foreign corporation, or CFC (Category 5). A U.S. officer or director files it in a year a U.S. person acquires 10 percent (Category 2). The $10,000 yearly penalty per corporation can grow by up to $50,000 after an IRS notice. A disregarded SL files Form 8858; ask your preparer which of its penalties reach a direct owner. Cash you put in goes on Form 926 if you then hold 10 percent or transfer over $100,000 in 12 months.

Accounts. Once your foreign accounts pass $10,000 in total, the FBAR covers company accounts you can sign on, and under FinCEN’s instructions those of a corporation you own more than 50 percent of. The deadline is April 15, with an automatic extension to October 15. SL shares held for investment count as specified foreign assets for Form 8938, which a single filer in the U.S. files above $50,000 at year end or $75,000 at any time, and one with a tax home abroad above $200,000 or $300,000 after a presence test; shares reported on a timely Form 5471 are only named on Form 8938, not detailed.

CFC income. For a CFC’s taxable years beginning after December 31, 2025, U.S. shareholders add their net CFC tested income (NCTI), formerly global intangible low-taxed income (GILTI), to their own income every year under section 951A, per Notice 2025-72. The Form 8992 instructions still say GILTI. Individuals reach the section 250 deduction only through a section 962 election, per the Form 8993 instructions. Subpart F income is a separate inclusion and is not covered here.

Your next move: choose the partners, then collect every NIE

You can get the formation moving once the basics are settled: who the partners and directors are, what each one contributes and whether standard bylaws fit. Then collect every NIE before asking for the name certificate, because its 3-month window starts at issue. If most of your invoices go to U.S. clients, compare freelancing from Spain first; it also covers U.S. self-employment tax.

A single founder living in Spain, with an FNMT certificate, cash capital and standard bylaws, can run the whole formation alone through CIRCE. Partners abroad, contributions in kind, custom bylaws or director pay are the point to bring in a lawyer, a gestor (administrative agent) or a tax adviser, and a U.S. international tax preparer for the classification election and Forms 5471, 8858 or 926.

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