Open a Company in Spain Without Being Resident

At a glance

• Company type: Spanish limited company (sociedad limitada, SL).
• Residence: not required. Shareholders and directors may be individuals or companies, Spanish or foreign.
• Travel: not required. The formation can be completed by a power of attorney signed in the country where you live.
• Identification: each foreign shareholder and director needs a NIE, the Spanish identification number for foreigners.
• Capital: legal minimum €1 since the 2022 Crea y Crece reform; we generally recommend €3,000.
• After the deed: registration with the Commercial Registry, tax registration and the declaration of the foreign investment on Form D-1A.
• Immigration: a company does not give anyone the right to live in Spain.

No residence, no travel: how remote formation works

Spanish company law does not require shareholders or directors to be resident in Spain, or even to be individuals: a company in Dubai, Riyadh or Istanbul can be a shareholder in its own right. Nationality is not a condition either.

The practical tool is the power of attorney. You sign it before a notary in the country where you live, it is legalised for use in Spain and translated into Spanish, and from that point our team carries out each step in Spain on your behalf: the name certificate, the NIE applications, the notarial deed of incorporation, registration and tax registration. Many of our clients complete the whole process without setting foot in Spain.

If the shareholder will be an existing company in the Gulf or elsewhere, the Spanish company is a subsidiary of that group, and the parent's corporate documents enter the file as well, each legalised through the chain of the country where the parent is incorporated. We cover that case under our Spanish subsidiary service.

The capital decision: €1 or €3,000

The Crea y Crece law of 2022 reduced the minimum share capital of a Spanish SL from €3,000 to €1. Most summaries stop there, but the reform attached two conditions to companies capitalised below €3,000:

• at least 20% of profits must be allocated to the legal reserve, rather than the ordinary 10%, until capital plus reserve reach €3,000;
• if the company is liquidated and its assets are insufficient, the shareholders are jointly liable for the shortfall up to €3,000.

Our recommendation for most clients is to capitalise at €3,000 from the start. It is not a cost: the money remains the company's and is available to operate with from day one. A company with one euro of capital also invites questions from banks, landlords and counterparties that a founder based abroad does not need to answer.

The steps, in order

1. Company name. A negative name certificate from the Central Commercial Registry (Registro Mercantil Central) confirms that the name you want is available. The certificate has a limited validity, so the rest of the timetable is planned around it.
2. NIE for each foreign shareholder and director. The NIE is assigned to foreigners with economic, professional or social interests in Spain. It can be requested in Spain through a representative or through a Spanish consulate abroad.
3. Power of attorney. Drafted by our team, signed before a notary in your country, legalised and translated (see the next section).
4. Bank account and capital deposit. For cash contributions, the capital is deposited in an account opened in the company's name and the bank issues the certificate the notary requires.
5. Deed of incorporation. Executed before a Spanish notary by our team under your power of attorney, together with the articles of association.
6. Commercial Registry. Registration of the company, which gives it legal personality.
7. Tax registration. The company obtains its definitive tax identification number (NIF) and is registered for the taxes that apply to its activity.
8. Foreign investment declaration. Investment by non-residents in a Spanish company is declared to the Spanish foreign investment register on Form D-1A. It is easy to overlook, and we make sure it is not.

The electronic route with standard articles of association is generally the faster option. The traditional notarial route is needed where you want tailored articles, a shareholders' agreement or non-cash contributions, and it takes longer. We agree the route with you at the start, because it changes the power of attorney you sign.

The power of attorney and your legalisation chain

The power of attorney is the document most worth getting right. It must cover every act required, from applying for NIEs to signing the deed and dealing with the bank. A power drafted too narrowly is the most common avoidable delay, because it means signing a second one and running the whole legalisation chain again.

Once signed, it must be legalised for use in Spain. The route depends on the country where the document is signed, not on your nationality:

• Apostille countries. Turkey, Saudi Arabia, Oman, Bahrain and Armenia are parties to the Hague Apostille Convention, so an apostille from the competent local authority replaces consular legalisation.
• Consular legalisation. The UAE, Kuwait, Iraq, Lebanon and Iran are not parties. The document is legalised first by that country's Ministry of Foreign Affairs and then by the Spanish embassy with jurisdiction. In the UAE, that means UAE MOFA followed by the Embassy of Spain in Abu Dhabi, which works by appointment.
• Iran. The Embassy of Spain in Tehran legalises only documents translated into Spanish by sworn translators on its list and previously legalised by the Iranian Ministry of Justice and Ministry of Foreign Affairs. Services in Tehran have been disrupted since June 2025, so we confirm the current arrangements before a signing in Iran is planned.

This is where dual document chains matter. An Iranian living in Dubai who signs there follows the UAE route for the power of attorney, even though they are an Iranian national. Any Iranian-issued document needed for the file follows the Iranian route. A Lebanese or Iraqi shareholder living in Riyadh can sign in Saudi Arabia and use the apostille. For many clients from countries outside the Apostille system, signing where they reside is simply the more practical option.

The bank file: source of funds before it is asked for

Spanish banks are bound by the anti-money-laundering law (Ley 10/2010). They must identify their customers and the beneficial owners behind a company, obtain information on the purpose and intended nature of the business relationship, and monitor it over time. Where they cannot apply those due-diligence measures, they must not establish the relationship. The Banco de España has noted that banks may ask for any document that allows them to understand the origin of the funds, and that the law does not fix a list of documents.

For a company formed from abroad, the bank will want to understand who owns it, what it will do and where the capital comes from. For money that originates in Iran, or that has passed through several jurisdictions before reaching Spain, expect closer scrutiny. The answer is not persuasion but documentation: a clear chain from the origin of the funds to the deposit, prepared before the bank asks.

Our role is to prepare a complete and coherent bank file. Whether an account is opened, and on what terms, remains the bank's decision. We cover the subject in more depth in our guides to building a source-of-funds chain and opening a Spanish bank account from the Gulf.

After formation: running the company from abroad

A Spanish company has ongoing obligations from the day it is registered: bookkeeping, periodic tax returns, corporate income tax and the annual accounts. They apply whether or not the company trades actively in its first months, and a company that falls behind on them becomes harder to bank and harder to use later in any residence file.

For shareholders based in the Gulf, the practical question is who handles these obligations in Spain and in Spanish. Our accounting and tax service for companies exists for exactly that, so the company's record is clean from its first quarter.

A company is not a residence permit

This needs to be said plainly, because it is often sold otherwise. Forming a Spanish company gives neither you nor your family any right to live in Spain, and being a shareholder or director does not in itself authorise you to live or work there. A company is a commercial structure.

A company can play a role in a residence application. Under the Self-Employed Visa, many applicants run their activity through a Spanish SL, and our self-employment service includes forming it. A Gulf group can use a Spanish subsidiary to move an executive through an intra-company transfer. An innovative project may support the entrepreneur route. In each case, residence is applied for separately and assessed on its own merits.

If residence is your objective, choose the route first and let the corporate structure follow it, not the other way round. Our guide to the Cuenta Propia route explains how the company and the permit fit together.

How Parastoo Legal Group works on company formations

Parastoo Legal Group is a Madrid-based immigration and global mobility firm. We have incorporated more than 100 companies and obtained more than 400 residence approvals, and our team of 15 works in Persian, Arabic, Turkish, Spanish and English.

Under our company incorporation service, your case manager:

• drafts the power of attorney to cover the whole process, so that it is signed once;
• sets out the legalisation route for the country where you will sign, including dual chains where your nationality and residence differ;
• handles the name certificate, the NIE applications, the notarial deed, the Commercial Registry and tax registration in Spain;
• prepares the bank file, including the documents that show the origin of the capital.

Consultations take place by video call or phone, and the first consultation is free. If you are also considering a move to Spain, raise it in that first conversation: the right corporate structure depends on it.