How long it really takes to open a company in Spain
A foreign-owned Spanish company takes six to twelve weeks to become fully operational in a typical case, meaning able to invoice, bank and hire. Three to four weeks is achievable when the NIEs are already held and the bank has been pre-validated. Four to six months happens when documents have to be obtained and legalised from scratch. The incorporation itself is not what takes the time: once the paperwork is in order, a notary can sign the deed and the company has a provisional tax number within about 24 hours. Almost everything that decides your date happens before that appointment.
Spain is not a slower country than the UK or the US. It is a differently ordered one. The steps that a British or American founder assumes are trivial are the ones that take weeks here, and the step they brace for is the one that takes a day. Once you know which is which, the date becomes something you can commit to.
Why you keep reading “48 hours”, and who it is actually true for
The claim is not invented. Spain’s CIRCE system, reached through a PAE (Punto de Atención al Emprendedor), coordinates the name reservation, the notary, the tax agency and Social Security electronically through a single document, the DUE. The Registro Mercantil Central issues a company-name certificate within six hours. A provincial Registro Mercantil is required to register a company using standard bylaws within six business hours of receiving the deed.
All of that is real. It describes a founder who is already resident in Spain, already has a Spanish tax number, is using off-the-shelf bylaws, and has no foreign document in the file. In that case CIRCE realistically produces an incorporated company in five to ten working days.
It does not describe you. If your shareholder is a UK limited company or a US LLC, if your directors have never been to Spain, or if anyone in the structure needs a Spanish tax identity they do not yet have, the CIRCE clock does not start until three or four other things have finished. Those things are the article. If you are still deciding whether Spain needs a company yet, start with when a foreign company should incorporate in Spain.
The four things that actually decide your date
A NIE for every foreign individual who signs
Every individual shareholder or director who appears in the deed needs a NIE (Número de Identidad de Extranjero) before signing. There are three routes and they are not equivalent.
Applying at a Spanish consulate abroad on Form EX-15 typically takes two to four weeks. For UK nationals the fee has been €80 since Brexit, against €9.84 for EU citizens.
Applying in Spain requires a cita previa, an appointment slot, and this is the genuine structural bottleneck. In Madrid and Barcelona it is common to wait four to twelve weeks simply for an appointment; in smaller provinces it can be days. The Ministry of the Interior’s target to resolve the request once filed is five days, which tells you the problem is the queue, not the decision.
The third route is the one we use: a power of attorney to a Spanish representative who obtains the NIE or signs the deed on your behalf. It removes the appointment queue entirely and it means nobody has to fly to Spain. It is why the timeline in this guide assumes a POA.
A Spanish tax number for your foreign parent company
This is the single most underestimated step in a foreign incorporation, and it is usually the critical path.
If the shareholder is a company rather than a person, that company needs its own Spanish NIF (Número de Identificación Fiscal) from the AEAT before the deed can be signed. The application is made on Modelo 036, with evidence that the foreign company exists: in practice the parent’s certificate of good standing or incorporation, its articles, and a board resolution authorising the investment and appointing a representative, all apostilled and sworn-translated, plus a representative who already holds a Spanish NIE.
Two to four weeks is normal. Six to eight weeks is common when the underlying documents have to be requested from Companies House or a US Secretary of State and then legalised. A foreign entity without a permanent establishment receives an “N” type NIF; a branch receives a “W”.
If you take one operational point from this guide, take this one: start the corporate NIF first, on day one, before anything else. It is the step that most often sets the date everything else hangs off.
Apostilles and sworn translations
The UK and the US are both parties to the Hague Apostille Convention, so foreign corporate documents are legalised by apostille rather than by consular legalisation. They then have to be translated into Spanish by a traductor jurado, a sworn translator, before a Spanish notary or the AEAT will accept them.
The UK route matters more than people expect. The FCDO’s standard paper service runs 15 to 20 working days at £45 per document. The e-Apostille service turns round in one to two working days. Agents offer next-day. Documents that need solicitor or notary certification first, which includes powers of attorney and most corporate documents, add a day at the front.
The US route is slower and has two tiers. State Secretary of State apostilles take days to a couple of weeks. Federal documents going through the US Department of State commonly take two to four weeks or more by mail, and many documents need county or state pre-certification before they can be apostilled at all.
Sworn translation then takes a few days to a week, at roughly €200 to €600 for a full corporate set.
This step gates the corporate NIF, the power of attorney and the deed. It is also the one step you cannot escalate from Spain, which is why it goes in the diary on day zero.
The bank account
This is the step that most often stalls an otherwise clean incorporation.
Before the deed, the company opens an account en formación, in the name of the company being incorporated, the share capital is deposited, and the bank issues a certificate the notary needs. Under Ley 10/2010, Spain’s anti-money-laundering act, and SEPBLAC supervision, banks apply serious KYC: source of funds, full ownership chart, real activity. A non-EU-owned structure attracts enhanced due diligence as a matter of course.
With professional support and a complete pack, two to four weeks is realistic. Without pre-validation, a finished incorporation can sit for six weeks waiting for an account. Refusals happen and are rarely explained.
There is a way around it for the incorporation itself. Since a 2022 reform, shareholders may declare in the deed that they are jointly liable for the reality of the cash contribution, instead of producing a bank certificate. That unblocks the notary appointment. The company still needs a working account to operate, so this buys sequence, not time.
How long the Spanish side actually takes
Short version: not long.
| Step | Real duration |
|---|---|
| Negative name certificate from the Registro Mercantil Central | 24–48 business hours (6-hour target via CIRCE) |
| Notary deed | Same day, once documents are in order |
| Provisional NIF | ~24 hours after the deed; same day if filed with a digital certificate |
| Registro Mercantil registration | 5–15 working days (statutory qualification target: 15 working days) |
Since Law 11/2023, in force 9 November 2023, an SL can be incorporated entirely online by videoconference before a notary, with qualified electronic signatures, provided the capital contributions are in cash. General and preventive powers of attorney cannot be granted this way. In practice most foreign structures still use a POA to a local representative, but the option means nobody has to travel either way.
When can you actually invoice?
Earlier than most people are told, and this is the number that usually matters.
The company may be able to invoice once it has its provisional NIF and has filed the Modelo 036 census declaration, depending on the transaction, its VAT treatment and who has authority to act for a company still in formation. That point is typically the same week as the notary deed, roughly week six or seven, and it happens before the Registro Mercantil has finished registering the company. Full legal personality arrives with the registry inscription and the definitive NIF a few days later.
So there are two dates, and they are not the same:
- Able to trade, for transactions that need nothing more: around week 6–7 in a typical foreign-owned case.
- Fully operational, meaning able to hire, invoice EU customers with a VIES number and hold licences: around week 6–12.
When you tell us the date you are working to, tell us which of those two it is. A first Spanish customer and a first Spanish employee are different problems. Our guide to when a Spanish subsidiary is fully operational shows how to set a launch date around each of them.
The realistic timeline, week by week
For a typical foreign-owned SL with a corporate shareholder, run in parallel rather than in sequence.
| Phase | Typical weeks | Runs in parallel? |
|---|---|---|
| Kick-off: name reservation, engage representative, draft and apostille the POA | 0–1 | Name certificate and NIE/NIF start together |
| Apostilles and sworn translations of foreign documents | 0–3 | Yes |
| NIE for individuals / corporate NIF on Modelo 036 | 1–5 | Yes — the NIF is usually the critical path |
| Bank account en formación and capital deposit, or the joint-liability declaration | 2–6 | Often the long pole |
| Notary deed (POA or videoconference) and provisional NIF | 5–7 | After NIE/NIF and bank |
| Company may invoice on the provisional NIF, Modelo 036 filed | ~6–7 | — |
| Registro Mercantil registration, definitive NIF | 6–9 | 5–15 working days |
| Digital certificate, Social Security CCC, ROI/VIES, DEHú, beneficial ownership | 6–10 | Yes |
| Fully operational: hiring, EU VAT invoicing, licences | 6–12 | — |
| If FDI authorisation applies | +8–13 | Gating, not parallel |
These overall ranges are practitioner estimates drawn from our own files and from published practitioner guidance. Spain does not publish waiting-time statistics for NIE appointments, and bank KYC varies by institution, so nobody can give you an official figure for the two steps that move most.
What makes it faster
Run it in parallel, not in series. The single biggest difference between a six-week landing and a fourteen-week one is whether the NIE, the corporate NIF, the apostilles, the name certificate and the bank conversation all started in week zero. Most of them have no dependency on each other. Sequencing them is a choice, usually an accidental one.
Grant the power of attorney immediately. It removes the cita previa queue, removes the need to travel, and lets the whole process run while you are asleep in a different time zone.
Use the UK e-Apostille, not the FCDO paper service. One to two working days against 15 to 20. For US documents, confirm state versus federal routing before you send anything, because the wrong route costs a fortnight.
Pre-validate the bank three weeks before your target deed date, and line up a second one. Submit the ownership chart, the source of funds and a plain description of the activity up front. If the bank has not confirmed by three weeks out, move.
Use the joint-liability declaration in the deed if the bank is the only thing holding up the notary.
What makes it slower
August, and the second half of December. Police stations, consulates, apostille offices, notaries and registries all slow at once. A landing planned across either period needs several weeks of margin, not optimism.
A corporate shareholder instead of an individual one. It adds the corporate NIF, and with it the apostilled certificate of good standing, the articles and the board resolution.
Documents that do not exist yet. A board resolution nobody has drafted is a three-week item once you count drafting, signature, apostille and sworn translation.
A bank refusal. Usually unexplained, and usually recoverable only by starting again elsewhere.
Relocating people. Immigration is a separate track that runs alongside the company and can gate when a founder or employee can legally work. The UGE-CE decides entrepreneur, digital nomad and highly-qualified-professional permits in around 20 working days, but document preparation typically adds four to eight weeks before that clock starts. EU, EEA and Swiss nationals skip this track entirely.
The one case where you should stop and add three months
Spain screens some foreign direct investment. The regime sits in Article 7 bis of Law 19/2003, implemented by Royal Decree 571/2023, and it requires prior authorisation for non-EU/EFTA investors acquiring 10% or more of the capital, or control, of a Spanish company that operates in a sensitive sector: critical infrastructure, critical or dual-use technologies including AI, semiconductors, cybersecurity, aerospace and defence, critical supplies, energy, raw materials, food, sensitive or personal data, and media. It also applies regardless of sector where the investor has a sensitive profile, such as state control.
For a plain greenfield SL this generally does not apply. The trigger is written around acquiring a stake in or control of an existing target and is keyed to that target’s turnover, and a new company has neither. We should be honest that this is a reading of how the article is structured, reinforced by the EU framework’s greenfield carve-out, rather than a single sentence you can point to in the statute. Greenfield joint ventures and sensitive-sector cases can be caught.
There is also an exemption for investments in Spanish companies with turnover of €5 million or less in the last audited year, with carve-outs in energy, electronic communications and strategic raw materials.
If it does apply, the numbers are these. A binding preliminary consultation under Article 9 of RD 571/2023 is answered within 30 working days, and no authorisation request can be filed until it is resolved. The authorisation itself has a statutory maximum of three months with negative silence, meaning no answer is a refusal and express approval is always required. Investments up to €5 million are decided by the Directorate-General for International Trade and Investment; above that, by the Council of Ministers. A separate transitional regime for EU and EFTA investors runs to 31 December 2026 under Decree-Law 1/2025.
If there is any chance your sector is in scope, file the consultation first and budget an extra three months. Do not close and hope.
The filings with clocks that start at the deed
These are the ones that catch new foreign-owned companies, because nobody tells them the clock is already running. The full first-year calendar, from the deed to the first accounts deposit, is in what happens after you set up a company in Spain.
Modelo 036, the census declaration, is filed within 30 days. It sets your VAT position, your IAE activity code and, via box 582, your request for the ROI/VIES intra-community register. Ask for VIES early: the AEAT treats a request it has not resolved within three months as denied, and approval is not automatic because it verifies that real activity exists. Until you have it, you invoice EU customers with Spanish VAT.
Form D-1A, the foreign investment declaration to the Registro de Inversiones, is filed electronically through AFORIX within one month of the investment. This is statistical, not an authorisation, and it is not the same thing as the screening regime above.
Beneficial ownership (titularidad real) is filed to the Registro de Titularidades Reales, typically within one month of registry inscription. The notary also identifies the beneficial owners at the deed stage as part of AML.
The digital certificate for the company or its representative is what everything else runs on: AEAT filings, Social Security, electronic notifications. Getting it requires identity verification, in Spain at a registry or tax office, or abroad at a consulate, which adds time. Start it the week of the deed.
DEHú. Spanish companies must deal with the administration electronically, and official notifications are deemed legally delivered ten calendar days after they are posted, whether or not anyone opened them. Set up monitoring on day one, or grant us the power to do it. This is the single most common way a foreign-owned company acquires a penalty it never saw.
Social Security. Before anyone starts work, the company needs a CCC (código cuenta de cotización). Controlling directors register under RETA. More on the sequence in hiring your first employee in Spain.
VeriFactu. Royal Decree-Law 15/2025 postponed the anti-fraud invoicing requirement. It becomes mandatory from 1 January 2027 for companies subject to Corporate Income Tax, and from 1 July 2027 for the self-employed. A company incorporating now is not obliged in 2026 but should not buy invoicing software that will not comply. See VeriFactu for foreign-owned companies.
€1 or €3,000 of capital?
Ley 18/2022, known as Crea y Crece, reduced the minimum share capital of an SL to €1. It is real, and it is usually the wrong choice.
A company capitalised below €3,000 must allocate 20% of its profit to the legal reserve until capital plus reserve reaches €3,000, and the shareholders are jointly liable up to that difference if the company is wound up without enough assets. More practically: banks, landlords and enterprise customers read a €1 company as a company that might not be here next year, and a foreign subsidiary already has that question to answer.
Most serious ventures fund €3,000. It is not the place to save money.
If you do not need a company yet
Three alternatives, each with a different shape. If you are a UK company and have not yet decided what you are testing, first plan a UK-to-Spain market test.
A branch (sucursal) is not a separate legal entity, so the parent carries full liability, and it has no minimum capital. The Spanish registration takes about as long as an SL; what drives the timeline is how fast the parent produces apostilled documents. Repatriated branch profits carry 19% withholding, exempt for EU parents and reduced under the UK and US treaties. We compare the two properly, with the EOR alongside, in subsidiary vs branch vs EOR.
Non-resident employer registration lets a foreign company obtain a tax ID and a Social Security CCC and run Spanish payroll without an entity, usually set up in two to four weeks. It works, and it carries permanent establishment risk if the activity in Spain is substantive.
An employer of record is the fastest compliant hire, days to around two weeks, with no entity at all. Spanish law scrutinises the model where the client directs the worker day to day. It suits one or two hires or a market test, not a sustained operation. The arithmetic of when it stops making sense is in EOR or your own entity.
What it costs
Setup costs are small relative to the delay they can cause, which is the point of this guide.
- Negative name certificate: €16–22
- Notary deed: €150–800 for a standard SL
- Registro Mercantil: €100–400
- Provisional NIF and Modelo 036: free
- Apostilles: from £45 per document in the UK, state and federal fees in the US
- Sworn translations: €30–80 per document, €200–600 for a corporate set
- Incorporation is exempt from ITP-AJD under the corporate operations heading, in force since 3 December 2010, though a return declaring the exemption is still filed so the deed can be registered
A standard SL comes in around €700–1,500 all in, excluding share capital, and more where a foreign corporate shareholder is involved. Running costs are a different question and we set them out in the real cost of operating a Spanish subsidiary.
What we need from you before the clock starts
From each individual shareholder or director
- Full passport copy
- Form EX-15, with the Modelo 790 código 012 fee paid
- An apostilled, sworn-translated power of attorney to your Spanish representative
- A short statement of purpose (“to incorporate a company”)
From a foreign corporate shareholder
- Certificate of good standing or incorporation, dated within roughly three months, apostilled and sworn-translated
- Articles or bylaws, apostilled and sworn-translated
- Board resolution authorising the investment and appointing the representative, apostilled and translated
- Identification of directors and ultimate beneficial owners
- Modelo 036 for the corporate NIF
For the incorporation itself
- The negative name certificate
- Bank capital-deposit certificate, or the joint-liability declaration in the deed
- Draft bylaws, corporate purpose and CNAE codes
- A registered office address in Spain
- The beneficial ownership declaration
Questions we are asked about the timeline
Can I set up a Spanish company without coming to Spain?
Yes, and most of our clients do. Two routes exist. You can grant an apostilled power of attorney to a Spanish representative who signs the deed for you, which is what we normally do because it also removes the NIE appointment queue. Or, since Law 11/2023 came into force in November 2023, you can appear before a Spanish notary by videoconference with a qualified electronic signature, provided the capital is contributed in cash. The POA route is usually faster because it does not require you to obtain a Spanish-recognised electronic signature first.
What is the fastest a foreign-owned SL has ever been done?
Three to four weeks, and only where the NIEs already existed, the corporate documents were already apostilled and translated, the bank had pre-approved the structure, and standard bylaws were used. Every week below six comes from work that was done before the engagement started, not from moving faster during it. We will not quote three weeks at the outset, because the two steps that decide it are a foreign apostille office and a bank’s compliance team, and we control neither.
Why does the corporate NIF take so long when the company already exists in the UK?
Because the AEAT is not looking at Companies House. It needs your certificate of good standing and articles as physical legalised documents, apostilled in the UK and translated by a sworn translator in Spain, plus a board resolution and a representative who already holds a Spanish NIE. The processing at the AEAT end is not the slow part. Obtaining and legalising the underlying documents is, which is why it should start on day one rather than when the other steps are finished.
Can I start hiring before the company is registered?
Not through the company. Before anyone can start, the company needs a definitive tax identity and a Social Security CCC, and the employee needs a NIE and, if they are non-EU, work authorisation. If a start date is fixed and the entity will not be ready, the usual bridges are an employer of record for the first weeks or non-resident employer registration. Both work; both need to be planned, because unwinding either afterwards is more work than setting it up.
Does my company need share capital of €3,000?
Legally, no. Since Ley 18/2022 the minimum is €1. Practically, yes for most foreign subsidiaries. Below €3,000 the company must put 20% of profits into the legal reserve until the gap closes, the shareholders are jointly liable for the shortfall on winding up, and banks and enterprise customers read a €1 company as a weak counterparty. A foreign subsidiary already has to prove it is permanent. Do not give the question away for €2,999.
What happens if we miss our target date?
That depends entirely on which step slipped, which is why we give you a date per step rather than one date for the project. When we take on a landing we commit to the plan in writing, and where the delay is ours, the setup is not charged. We do not guarantee the bank, the AEAT or the Registro, because nobody can, and a guarantee that covers things we do not control is not a guarantee.
Is a branch faster than a subsidiary?
No, and the assumption that it is costs people weeks. The Spanish registration is comparable. A branch needs the same apostilled parent documents, the same notary deed and the same registry inscription, and the parent still needs a Spanish tax number. What a branch avoids is share capital, and what it costs you is limited liability, since the parent is fully liable for everything the branch does.
This guide was last reviewed in September 2026. Timings for NIE appointments, apostilles and bank onboarding are practitioner estimates from our own files; Spain publishes no official waiting times for them. It is general guidance and not legal or tax advice for a specific transaction.
Tell us the date you are working to
Most of what is above is sequencing. We do this often enough to know which steps can run together and which genuinely cannot, and the difference between those two answers is usually six weeks of your calendar.
Tell us the date you have committed to internally, and we will tell you honestly whether it is achievable and what has to start this week for it to be. If it is not achievable, we will say so before you engage us rather than after.