Documents and procedures for incorporating a company in Spain

Do you want to set up your own company but are unsure about the documentation required to incorporate a company? In this post we explain the procedures for company formation.

Creating a company may seem complicated, but with the proper paperwork and procedures in order, everything becomes much simpler.

In another article where we discuss the types of companies that exist in Spain, we explain not only the different legal forms available but also the advantages of each one, so you can choose the most suitable structure for your needs. Let’s go step by step:

Name clearance certificate from the Central Mercantile Registry

First of all, to incorporate a company, it is mandatory to obtain a certificate from the Central Mercantile Registry confirming that no other company exists with the same name, since Article 407 of the Commercial Registry Regulations establishes that companies whose name is identical to an existing one cannot be registered.

Application for the company name certificate

The application must include the following information:

1. Applicant or beneficiary of the certificate:
   The application must include the name of one of the founders or promoters. In case of a name change, the beneficiary is the company itself.
2. Company name:
   Each negative name certificate application may include up to five alternative names, listed in order of preference.
3. Legal form:
   The company name must include the legal form or its abbreviation.

Validity period of the certificate

Once issued, the certificate confirming that the requested name is not registered will reserve the name for the applicant for a period of six months from the date of issuance.

The negative certificate is valid for three months for the purpose of executing the deed of incorporation, counted from the date of issuance by the Central Mercantile Registrar. Once expired, it may be renewed with the same name (attaching the expired certificate to the request).

After the six-month reservation period without registration in the corresponding Provincial Mercantile Registry, the name is removed from the Central Registry database, so a new certificate must be requested and re-evaluated by the Registrar.

Ways to request the certificate

1. Directly at the offices of the Central Mercantile Registry using the application form.
2. By post: sending a request letter to the Registry office. The certificate will be sent cash on delivery to the address provided.
3. Electronically: completing the online form available on the Registry’s website.
4. Through a specialised advisory firm: working with professionals helps speed up the process, avoid errors, and ensure all documentation is correct.

Share capital contribution

Once the name certificate has been obtained, the founders can open a bank account in the company’s name and deposit the minimum share capital, obtaining a bank certificate confirming the deposit.

It should be noted that, following Law 18/2022 of 28 September, the minimum share capital required to form a limited liability company has been reduced from €3,000 to €1.

However, the law also establishes that until the share capital reaches €3,000, the company must comply with the following rules:

• A legal reserve of at least 20% of profits must be set aside until reserves plus share capital reach €3,000.
• In the event of liquidation (voluntary or compulsory), if the company’s assets are insufficient to cover its obligations, shareholders will be jointly liable for the difference between €3,000 and the subscribed share capital.

Articles of association

The company’s articles of association are an agreement setting out the rights and obligations of shareholders and the rules governing the company’s operation. They must always include:

• Company name
• Duration
• Corporate purpose (CNAE code)
• Share capital (number and value of shares)
• Restrictions on shares
• Ownership title of shares
• Shareholders’ register
• Rules on transfer and encumbrance of shares
• Share transfers
• Corporate bodies (rules for convening and voting at the General Meeting)
• Management body (sole director, joint or several directors, board of directors) and remuneration
• Rules for the Board of Directors (if applicable)
• Representation powers of the company
• Financial year and annual accounts
• Dissolution and liquidation

How are the articles of association drafted?

Although drafting the articles of association may seem complex, there is no need to worry, as in most cases the notary where the company is incorporated will draft them based on the information provided.

If the company has specific needs requiring more tailored articles, professional assistance can always be requested.

Public deed of incorporation

With the name clearance certificate and the bank certificate of capital contribution, you can go to the notary to sign the deed of incorporation.

You must provide:

1. Name certificate from the Central Mercantile Registry
2. Bank certificate of share capital deposit
3. Identification documents (ID/passports) of the founders
4. Articles of association (or the information required for the notary to draft them)

 

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Obtaining the provisional tax ID (NIF)

Once the deed has been signed, you must obtain a provisional tax identification number (NIF) from the Tax Agency so the company can be identified for tax purposes.

The provisional NIF can be requested by the legal representative or authorised agent, proving their authority through the incorporation deed.

This provisional NIF is required to pay the Stamp Duty/Transfer Tax (ITP-AJD) and to register the company at the relevant Mercantile Registry.

How to obtain the NIF

You must:

• Complete form 036
• Provide the ID of the applicant
• Submit a copy of the incorporation deed issued by the notary

The provisional NIF is valid for 6 months. After this period, it must be replaced with the definitive NIF.

Payment of Transfer Tax (ITP-AJD)

You must self-assess the Transfer Tax and Stamp Duty (ITP-AJD), as company formation is subject to the “corporate transactions” category, although it is exempt under Article 45 of Royal Decree 13/2010. This tax is managed by the regional governments.

In general, you have 30 business days from incorporation to file the tax with the regional tax authority where the company is domiciled.

Important: deadlines may vary depending on the region, so it is advisable to check local regulations.

Required documents:

• Form 600
• Certified copy and simple copy of the incorporation deed
• Copy of provisional NIF

Registration of the company in the Mercantile Registry

To acquire legal personality, the company must be registered in the Mercantile Registry corresponding to its registered office.

Required documents:

• Certified copy of the incorporation deed
• Proof of ITP-AJD filing
• Copy of provisional NIF
• Proof of payment (fees/deposit)

Obtaining the definitive NIF

Once registered, the final step is to return to the Tax Agency to convert the provisional NIF into a definitive one.

Required documents:

• Form 036 (census declaration for definitive NIF)
• Copy of the applicant’s ID
• Original and copy of the deed with registry entry note (or registration certificate)
• Proof of representation of the signer

These are the main steps to incorporate a company, although additional obligations may arise later (for example, when starting activity or hiring employees).

✅ Advisory and company formation services in Spain

Do you know you want to incorporate a company but don’t know where to start?

We have experts who can provide full corporate support services to get your business up and running.

We handle procedures such as:

• Name clearance request at the Central Mercantile Registry
• Obtaining provisional NIF from the Tax Agency
• Payment of corporate transfer tax (exempt)
• Registration of the deed in the Mercantile Registry
• Obtaining the definitive NIF
• Filing the start of activity with the Tax Agency
• Electronic legalisation of corporate books
• Obtaining a digital signature certificate

Contact our professionals for more information about our company formation services in Spain.