Spanish corporate law: what you need to know to start or manage a business in Spain

15 de July de 2025
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business lawyer

If you’re thinking about starting a business or managing a company in Spain, understanding Spanish corporate law is essential. This legal framework governs everything from incorporating a company to directors’ responsibilities and compliance obligations. At Puentes de Muras Legal, we help foreign entrepreneurs navigate this system with clarity and confidence.

What is Spanish corporate law?

Spanish corporate law refers to the set of legal rules that regulate companies in Spain, particularly limited liability companies (SL) and public limited companies (SA). It covers incorporation, governance, shareholders’ rights, directors’ duties, and compliance. The main legal texts are the Ley de Sociedades de Capital and the Código de Comercio.

Why it matters when opening a business in Spain

You need to comply with Spanish corporate law to legally operate a company. Whether you are launching a startup, acquiring a business, or expanding your services, failing to follow the law can lead to tax issues, liability claims, or invalid company registration.

For a broader view on how to start, see our guide on opening a business in Spain.

Main types of business entities under Spanish law

The two most common business structures are:

SL (Sociedad Limitada): Requires only €3,000 in capital, used for most SMEs.
SA (Sociedad Anónima): Requires €60,000 in capital and is ideal for larger businesses or those seeking public funding.

Other options include setting up a branch or a subsidiary.

Steps to incorporate a company under Spanish corporate law

To register a company, you’ll need to:

Reserve the company name at the Central Mercantile Register
Obtain a NIE (Foreigner Identification Number)
Deposit share capital in a Spanish bank
Sign the incorporation deed before a notary
Register with the Spanish Tax Agency and Commercial Registry

Director duties and legal responsibilities in Spain

Company directors in Spain are legally responsible for:

Filing annual accounts
Ensuring tax compliance
Acting in good faith and in the company’s interest

Failure to comply can lead to personal liability. Learn more about how a Business Lawyer in Spain can protect you.

Shareholders’ rights and decision-making structure

Shareholders in Spain exercise power through general meetings, which approve major decisions. Companies may be managed by a sole director, joint directors, or a board of directors, depending on the company’s statutes.

Corporate compliance: what you must do annually

Every Spanish company must:

File annual accounts at the Mercantile Registry
Hold an annual general meeting
Maintain company books
Fulfill tax obligations like VAT, corporate tax, and IRNR (non-resident tax)

According to the Instituto Nacional de Estadística (INE), around 100,000 companies are registered each year in Spain, and all must comply with these duties.

Common mistakes foreign founders make (and how to avoid them)

Foreigners often:

Set up a company without appointing a tax representative
Skip the commercial registry step
Use incorrect legal translations in deeds

Avoid these by working with experienced legal advisors.

Example: setting up a Limited Liability Company as a foreigner

James, a British marketing consultant, opens an SL in Valencia. With guidance from a legal firm, he completed all steps remotely, appointed a local administrator, and began invoicing EU clients legally.

Can you manage a company remotely from abroad?

Yes. You can manage your company from abroad if:

You have a power of attorney in place
You appoint a local administrator or proxy

This setup is common among digital nomads and non-resident business owners.

When do you need legal advice on Spanish corporate law?

You should contact a lawyer when:

Buying shares in a Spanish company
Merging or restructuring
Facing director liability or tax audits

Connect with Puentes de Muras Legal

Our team provides:

English-speaking legal support
Full company formation packages
Tax and compliance guidance for foreign investors

We are your trusted partners when navigating Spanish business regulations. Learn more about how we help you Open a business in Spain or connect with a Business Lawyer in Spain today.

Frequently asked questions about Spanish corporate law

What is the difference between an SL and an SA?
An SL is easier to set up with lower capital, while an SA is for larger companies or stock listing.

Can I open a company in Spain without living there?
Yes. You need an NIE, a fiscal representative, and can use a proof of address.

Is legal assistance required to start a business in Spain?
Not mandatory, but highly recommended due to local procedures.

Do I need to file taxes annually in Spain?
Yes. All companies must file corporate tax and submit annual accounts.

Can a company be 100% foreign-owned?
Yes. There are no restrictions on foreign ownership in Spain.

Conclusion: your guide to Spanish corporate law begins here

Whether you’re starting from scratch or managing a growing operation, understanding Spanish corporate law is the first step to success. With the right guidance, compliance becomes simple—and growth, much easier.

Ready to start? Contact Puentes de Muras Legal and take your first step with expert support in English and Spanish.

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