Spanish corporate and commercial law for founders incorporating their first company and international businesses that need legal support once they're here — incorporation, shareholders' agreements, commercial contracts and ongoing compliance. Tax rates and cross-border structuring are handled in depth on our dedicated Corporate Tax page.
Law Cappital is directed by Jorge Lacasa Alesón, Managing Partner
Spanish Tax & International Lawyer · ICAM nº 135311
Previously at Grant Thornton & Vialto Partners
Figures reflect the rules as generally applied at time of writing and depend on your specific company — we confirm your exact obligations in the first consultation.
You can legally incorporate with €1, but until your capital plus reserves reach €3,000 you face dividend restrictions, a remuneration cap and personal liability for the shortfall if the company winds up undercapitalised. Capitalise for what the business actually needs.
Vesting for founders, a right of first refusal, and drag-along/tag-along provisions cost little to put in place at incorporation and prevent most co-founder disputes later — including ones a foreign-law agreement won't necessarily resolve under Spanish company law.
If any shareholder holds more than 25%, directly or indirectly, they must be declared in the Registro de Titularidades Reales and the filing renewed every January. Missing it can block other filings at the Commercial Registry when you least expect it.
From first incorporation through ongoing compliance and transactions, coordinated with tax and immigration when your situation needs it.
SL or SA setup, bylaws, share classes, and choosing between a sole administrator and a board of directors.
Founder vesting, board matters, minute books and shareholder registries, drafted to work under Spanish law.
Distribution, agency and supply agreements for businesses selling into or operating in the Spanish market.
Annual accounts, beneficial-ownership filings, corporate books and Commercial Registry deadlines, tracked so nothing is missed.
Share and asset purchase agreements, due diligence and joint ventures for acquisitions and investments in Spain.
Spanish and EU trademark registration and licensing basics to protect your brand as you enter the market.
Tax rates, holding structures, transfer pricing and cross-border profit repatriation are covered in depth on our dedicated Corporate Tax page — the Impuesto sobre Sociedades runs at 25% (15% for new companies), with VAT at 21%.
Explore Corporate Tax →If a director or key employee is moving to Spain to run the company, their personal tax position, including possible Beckham Law eligibility, should be planned alongside the corporate setup.
Check Beckham Law Eligibility →Tell us which situation fits and we'll take it from there.
Choosing the right structure, drafting bylaws and putting a shareholders' agreement in place before problems arise, not after.
Incorporation coordinated with your tax setup, so the corporate structure and the tax structure are decided together, not separately.
Due diligence, transaction documents and post-closing governance for buying into or partnering with a Spanish business.
Commercial contracts drafted under Spanish law, where distribution and agency relationships carry specific statutory protections.
Structure, capital and ongoing compliance questions usually come up first.
An SL (Sociedad Limitada) is the standard vehicle for most companies in Spain, including foreign subsidiaries and startups, and can now be incorporated with as little as €1 in share capital. An SA (Sociedad Anónima) requires a minimum of €60,000 in capital and is generally used for larger companies, those planning to list publicly, or specific regulated activities. Most international clients setting up in Spain use an SL.
Yes, since a 2022 reform, but it comes with conditions. While capital plus legal reserve remain below €3,000, the company must allocate at least 20% of profits to a legal reserve, can only distribute dividends if net worth stays above €1,800, caps combined shareholder and director remuneration at 20% of equity, and shareholders and directors become personally liable for the shortfall to €3,000 if the company is wound up while undercapitalised. In practice, most companies capitalise above €1 to avoid these restrictions.
Generally yes. Since September 2023, Spain's Registro de Titularidades Reales requires disclosure of any individual who directly or indirectly owns more than 25% of a Spanish company's shares or voting rights, or otherwise controls it. An initial declaration is due within two months of incorporation, changes must be reported within ten days, and an annual update is required every January.
Yes. There is no nationality or residency requirement to be a director of a Spanish company, though a foreign director will generally need a Spanish tax identification number (NIE) to be appointed and to sign before a notary, whether in person, via a Spanish consulate, or through a power of attorney.
Usually yes, or at least a Spanish-law wrapper around it. A shareholders' agreement governing a Spanish company should generally be enforceable under Spanish law and coordinated with the company's bylaws, since some protections common abroad, such as certain drag-along or leaver provisions, need specific drafting to work as intended under Spanish company law.
At a minimum: keeping corporate books such as minutes and the shareholder registry, approving annual accounts within 6 months of year-end and filing them at the Commercial Registry within 1 month of approval, keeping the beneficial ownership register up to date, and holding at least one shareholders' meeting a year. Missing these deadlines can prevent the company from filing other documents at the Registry.
General information only, not personalised legal advice. Share your situation and we'll tell you what needs to be reviewed.
Tell us about your company and we'll point you in the right direction.