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

A Spanish SL, the sociedad de responsabilidad limitada, is a company whose partners are not personally liable for its debts, and an American can own one whether or not they live in Spain. Since 2022 it needs only 1 euro of capital, but forming it still takes a name certificate, an NIE for every foreign founder and director who signs, a notarial deed, a tax number and a registry entry, each on its own clock. The company gives no right to live in Spain, and the IRS has its own forms for it. 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?

Limited liability under the capital companies law (Ley de Sociedades de Capital, LSC) has four conditions; immigration law and the IRS add two risks:

• Capital under 3,000 euros. Until reserve and capital reach 3,000 euros, at least 20 percent of each year’s profit goes to the legal reserve; in a winding-up short of assets, the partners are jointly liable for the difference between 3,000 euros and the capital.
• An unregistered single owner. If an SL becomes single-member (unipersonal) after formation and this goes unregistered for 6 months, the sole partner is personally liable without limit for that period’s debts.
• Late filings. A late deed filing makes founders and directors jointly liable for the resulting damage; unfiled annual accounts block most new registry entries and bring a fine of 1,200 to 60,000 euros.
• Directors’ duties. Losses that leave net equity below half the capital oblige directors to call a general meeting within 2 months, or they become liable for later debts, and the General Tax Law makes them secondarily liable for company tax debts when they failed to act.
• Immigration. Organic Law 4/2000 requires a prior authorization for any gainful activity, and an SL provides none.
• The IRS. A missing Form 5471 costs $10,000 a year per foreign corporation.

Forming an SL, step by step

1. Name certificate (a founder, at the Registro Mercantil Central, the central companies registry). The registry reserves the name for 6 months, and the certificate is valid 3 months for signing the deed under article 414 of the Commercial Registry Regulation. A June 2024 ministry guide gives six months, the reservation period: plan on 3. The fee items on the request page include 6.010121 euros for the certification.
2. An NIE for each foreign partner and signing director. The deed must show the tax number of each signer and each person represented: for a foreigner, 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, but two weeks on average in Spanish. New York charges $12 and takes about five weeks, Chicago six weeks and Los Angeles two; Miami still shows a 2021 fee. See the NIE guide.
3. Capital (the founders). Shares are fully paid at the deed, and work or services never count as capital. Cash is proved by a bank certificate in the company’s name, valid 2 months, or by the founders’ declaration in the deed of joint liability for the cash (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. Choose standard bylaws (estatutos tipo) with a standardized deed, or custom bylaws. On CIRCE, the ministry’s online formation system, Law 14/2013 sets the appointment within 12 business hours.
5. Provisional NIF. On CIRCE, the notary asks the Agencia Tributaria, Spain’s tax agency, for a provisional tax number (NIF); the PAE guide says not to request it yourself. Otherwise, file Modelo 036, the tax registration form, within a month of formation and before any operation. The number comes within 10 days, and the company name carries “EN CONSTITUCIÓN” (in formation). The June 2024 ministry guide says 036 cannot go 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 takes 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 allows 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 has 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. The registrar requests it on CIRCE, and a Modelo 036 does otherwise; documents missing from the provisional file are due within 1 month of registration.
9. Foreign investment. A non-resident holding 10 percent or more declares it on form D-1A within one month of the investment under Order ECM/57/2024 and Royal Decree 571/2023; when a Spanish notary intervenes, the notary files it.

Notary and registry fees

On CIRCE, Royal Decree-law 13/2010 caps fees at 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 2011 wording of the notary and registry tariffs limits the caps to 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.

Otherwise 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, and the registry 6.01 euros up to 3,005.06 euros, then sliding percentages capped at 2,181.67 euros. Royal Decree-law 8/2010 cuts both by 5 percent, and notaries may discount up to 10 percent under Royal Decree-law 6/2000.

Forming the SL from the United States

Three routes avoid the trip:

• Notarial videoconference. Since November 9, 2023, article 17 ter of the Notaries Act lets a notary authorize a formation by videoconference 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 at a personal appearance for about $60, 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, with an apostille and a sworn translation, as the apostille guide explains.

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

The company’s Spanish taxes in 2026

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:

The 15 percent excludes asset-holding companies, group members, and an activity already run by a related party or, the year before, by an individual owning over 50 percent. Small companies drop to 22 percent in 2027 and 21 in 2028, also on the Agencia Tributaria’s campaign page.

Returns. Modelo 200, the annual return, is due in the 25 calendar days after the 6 months that follow the year end: July 1 to 25 when the year ends on December 31. Modelo 202 installments fall in the first 20 calendar days of April, October and December.

VAT. VAT is 21 percent in general, with quarterly returns in the first 20 calendar days after each quarter and the first 30 days of January for the last, even when empty, under the VAT regulation. Trading goods with EU businesses, and services sold to or bought from them under the reverse charge, need ROI registration, the intra-EU operators register; services for U.S. clients and U.S. software fees follow the rules in the freelancing guide. Invoicing software must be adapted before January 1, 2027 for companies.

Paying yourself. A director is unpaid unless the bylaws set a pay system, and the general meeting approves the annual maximum. Director pay carries 35 percent withholding, or 19 percent when the last closed turnover was under 100,000 euros, under the income tax law. A director moving to Spain for the post after 5 years without Spanish tax residence can opt within 6 months of the Social Security start date for the 24 percent Beckham regime. A director living in the U.S. earns Spanish-source pay under non-resident tax law, but article 18 of the 1990 treaty lets Spain tax board fees only for services performed outside the U.S.; it is silent on 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 as an advance. A U.S. resident owes 19 percent, capped at 15 percent by the treaty.

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

Directors: Social Security and permits

RETA. Under article 305.2.b of the General Social Security Law, directors and partners who work for the SL for pay, habitually, personally and directly, with effective control, belong in RETA, the self-employed regime. Control always exists at 50 percent of the capital and is presumed at one third, or one quarter with management duties. A paid director without control joins the general regime, without unemployment cover.

Register before starting and no earlier than 60 days before, under Royal Decree 84/1996; a late registration runs 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, but no 2026 text read sets the amount or says whether company owners get it. None says whether an unpaid controlling director must register. For a self-employed person living in the U.S., the 1986 agreement applies the residence country’s law; the one signed on April 8, 2024, which no official page read shows in force, would apply the place-of-work law instead (article 6).

Permits. None of the work permit exceptions 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: take advice first. The ministry’s non-lucrative sheet accepts income from shares in companies based in Spain 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, with a favorable ENISA report and a decision within 20 days from the UGE immigration unit. The self-employment permit of 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 list of entities always taxed as corporations in Treas. Reg. 301.7701-2 names only the Sociedad Anónima, the public limited company, for Spain, so an SL is an eligible entity. Under 301.7701-3, a foreign eligible entity whose members all have limited liability under its own law is by default 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 have 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 with your return in the year you acquire 10 percent (Category 3), and whenever 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 grows 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 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. It is due April 15, extended automatically to October 15. SL shares are specified foreign assets for Form 8938, filed above $200,000 at year end or $300,000 at any time for a single filer abroad; shares 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 include their net CFC tested income (NCTI), formerly global intangible low-taxed income (GILTI), in their own income each year under section 951A, per Notice 2025-72. The Form 8992 instructions still say GILTI. Individuals get the section 250 deduction only through a section 962 election, per the Form 8993 instructions. Subpart F income, a separate inclusion, is not covered here.

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

Decide who the partners and directors are, what each contributes and whether standard bylaws fit, then get every NIE before requesting the name certificate, whose 3-month window starts at issue. If you mainly invoice 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 form the SL alone through CIRCE. Bring in a lawyer, a gestor (administrative agent) or a tax adviser for partners abroad, contributions in kind, custom bylaws or director pay, and a U.S. international tax preparer for the classification election and Forms 5471, 8858 or 926.

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