Route Map
Choose Autónomo, SL, Cooperative, Partnership, Branch, Subsidiary, or Employer Route
Match liability, ownership, tax, funding, control, regulation, and exit to the real venture.
Start with the operating model
An autónomo is quick and personal but normally carries unlimited business liability and personal tax and Social Security. An SL is a separate legal person with share capital, administrators, corporate accounting, Corporation Tax and Mercantile Registry duties. A cooperative prioritises member participation under its regional or national law. Civil and commercial partnerships, communities of property, labour companies and professional companies serve narrower ownership or professional structures.
A foreign company can establish a branch, which is not a separate legal person, or a Spanish subsidiary with its own capital and governance. Cross-border contracts without establishment still need permanent-establishment, VAT, employer and regulated-activity analysis. A supposed founder who actually works under another company's direction may be an employee rather than an independent business.
Test liability and governance
Limited liability generally protects shareholders from ordinary company debt, but not personal guarantees, unpaid capital obligations, fraud, unlawful distributions, administrator breach, insolvency failures or derived tax and Social Security liability. Below EUR 3,000 capital, the Capital Companies Act requires at least 20 percent of profit to legal reserve until reserve plus capital reaches EUR 3,000, and shareholders can bear a liquidation shortfall up to that threshold.
Choose ownership percentages, voting, administrator structure, remuneration, signing authority, reserved decisions, funding, intellectual property, founder work, deadlock, incapacity, divorce, death, good and bad leaver, transfer and valuation rules. Bylaws alone may not capture every private founder agreement, but private terms cannot override mandatory company law.
Use autónomo for lower-risk personal activity, an SL for a genuinely separate scalable enterprise, a professional company where regulated professionals practise collectively, a cooperative for member-led work, and a branch or subsidiary after cross-border tax and liability review. Do not incorporate merely for a logo, grant rumour or client demand. Reassess form after the first financing, employee hire, regulated activity or foreign establishment.
Eligibility
Check Founder Permission, Company Purpose, Capital, Ownership, Directors, Names, Licences, and Funding
Confirm every founder and activity can lawfully participate before paying formation costs.
Test founders and management
Share ownership and permission to work are separate. A non-resident can often own shares, but an active founder or administrator needs the immigration, tax and Social Security treatment for actual duties and residence. Obtain NIE or NIF, identity, address, marital-property and representation documents. Corporate shareholders need registry, authority, beneficial-owner and legalised foreign records. Banks and notaries require source-of-funds evidence.
An administrator must be legally eligible, understand duties and accept appointment. Decide sole, joint, several or board administration and whether the role is remunerated in bylaws and resolutions. Ownership and control determine RETA or employee Social Security analysis for working directors and family members.
Validate the venture
Reserve a distinguishable company name through the Central Mercantile Registry. Define a lawful object precise enough to cover real activities without hiding regulated work. Select current CNAE and tax classifications. Check professional-company law, qualifications, colegiación, insurance, foreign investment reporting, competition, sanctions and anti-money-laundering duties.
Capital can be cash or qualifying non-cash assets described and valued under the legal rules. EUR 1 is the statutory floor for an SL, not a sensible operating budget. Model working capital, losses, taxes, payroll and guarantees. Agree whether later founder money is equity, share premium or documented loan.
Incorporation does not grant planning, opening, works, health, food, transport, tourism, childcare, environmental, financial, gambling, trade, data or professional permission. Test the exact premises and autonomous-community and municipal procedures. Verify lease use, community restrictions, utilities, accessibility, fire and safety.
Proceed only when founder status, ownership, control, capital, lawful purpose, banking, licences and financing form a consistent evidence pack. If a permit, professional approval or bank account is conditional, reflect that dependency in contracts and do not promise an operating date as though registry inscription solves it. Keep a dependency schedule naming the responsible founder, authority, submission, receipt, expected decision and no-trade condition for every approval.
Documents
Build the Founder, Name, Capital, Governance, Deed, Registry, Tax, Licence, and Beneficial-Owner File
Make every identity, percentage, date, address, activity, and authority consistent before signing.
Assemble the formation file
Keep each founder's DNI, NIE or passport, NIF, address, marital status and source-of-funds evidence. Foreign individuals may need apostille or legalisation and sworn translation. A corporate founder adds incorporation and good-standing records, tax number, registered office, board authority, representative power and ownership chain. Verify that powers expressly cover incorporation, capital, banking and notarial acts.
Obtain the negative name certificate in a founder's name. Prepare capital deposit evidence or the lawful alternative declaration and describe non-cash contributions, ownership, value and title. Record every share number, nominal value, percentage and voting right.
Bylaws should cover name, object, registered office, financial year, capital, shares, transfers, meeting notice, voting, administrators, term and remuneration. A founder agreement can add vesting, work commitments, funding, reserved matters, information, deadlock, confidentiality, intellectual property, non-compete within lawful limits and exit. Obtain specialist drafting where unequal ownership, regulated work, investors or family assets raise risk.
Preserve authority outputs
Keep the signed DUE, notarial deed, provisional NIF, census declaration, tax-activity alta, transfer-tax form or exemption evidence, Mercantile Registry entry, definitive NIF, company digital certificate and Social Security registrations. Add premises and sector licences, employer registration, worker altas, prevention plan, insurance and data-protection records.
The beneficial-ownership register identifies natural persons with more than 25 percent direct or indirect ownership and uses administrators where no person meets the control test. Keep a dated ownership chart and update changes.
Run a final match across names, identifiers, addresses, capital, shares, administrators, purpose, CNAE, IAE, start date, bank and ownership. Store original deeds and minute, shareholder, contract, invoice and accounting books with controlled access, backups and a retention schedule. Add trademark and domain searches, founder intellectual-property assignments, lease, insurance and bank mandates. Maintain a signing-authority matrix so staff, suppliers and banks can verify who may bind the company and within which amount.
Formation Steps
Reserve the Name, Agree Governance, Fund Capital, Sign the Deed, Register, and Complete Operational Launch
Use CIRCE or a direct route while verifying every transmitted form and remaining licence.
Follow the formation sequence
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Validate the business case. Model customers, pricing, working capital, founders, liability, regulation, tax and failure. Compare legal forms.
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Agree founder terms. Set ownership, capital, roles, governance, remuneration, intellectual property, funding, deadlock and exit before sunk costs.
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Reserve the name. Obtain the Central Mercantile Registry negative certificate and check domain, trademark and public-brand conflicts separately.
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Prepare capital and documents. Open the formation banking path or use the lawful evidence route, complete identities, powers, beneficial-owner chart, object, CNAE and bylaws.
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Choose assisted or self-service DUE filing. The CIRCE route coordinates defined tax, Social Security, notary and registry transmissions. A founder can use PAE Virtual or ask a physical or virtual PAE for help. The official PAE service rules say that help and accompaniment with CIRCE formation or autónomo registration through the DUE must be free; optional services outside that defined task may be charged only after the price is disclosed. Confirm the adviser is an listed PAE, distinguish free formation assistance from paid legal, tax, or business advice, review every DUE field before signing, and retain the signed PDF and expediente reference.
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Sign the deed. Founders or valid representatives appear before the notary, declare contributions and ownership, approve bylaws and appoint administrators. Inspect names, percentages, powers and start terms before signing.
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Obtain provisional NIF and census status. Confirm company tax address, activity, VAT, withholding and start date. Do not use founder invoices as company invoices.
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Register the company. Track notarial submission and Mercantile Registry qualification, correct defects and obtain inscription and definitive NIF.
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Activate operations. Complete company banking, digital certificate, books, accounting, invoicing, insurance, licences, contracts, data protection and beneficial ownership. Register employer and workers before work.
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Verify the first month. Reconcile capital, founder loans, expenses, invoices, payroll, VAT, withholding, director status and notifications.
CIRCE publishes an indicative one-to-ten-day transmission range depending on standardisation, not a guaranteed trading date. A registry receipt does not replace a missing licence, bank activation, professional approval, tax classification or employee alta. After inscription, request a current registry certificate and confirm the definitive NIF, digital certificate, company bank authority, VAT position and notification mailbox. Obtain written evidence that every pre-incorporation contract was adopted or replaced by the company. Record that decision formally.
Costs
Budget Capital, Notary, Registry, Banking, Licences, Tax, Payroll, Accounting, Insurance, and Runway
Fund the operating plan rather than treating minimum capital as the startup budget.
Separate capital from cost
Share capital belongs to the company and can fund legitimate operations after formation, but it is not a fee or founder's personal account. An SL can legally start from EUR 1, yet the under-EUR-3,000 reserve and liquidation rules remain. Select capital based on equipment, deposits, inventory, payroll, taxes, payment delays, losses and creditor confidence. Document later founder funding as equity, premium or loan.
Formation costs can include name certificate, banking, notary, Mercantile Registry, copies, translations, apostilles, professional drafting and representation. CIRCE and standardised documents can reduce time and regulated fee components, but complex bylaws, non-cash contributions, foreign founders or investor terms justify tailored advice. Obtain itemised quotes rather than a nationwide promise.
Budget operating compliance
Include premises deposit and works, municipal and sector charges, professional membership, insurance, accounting, payroll, digital certificate, banking, payment processing, software, privacy and cybersecurity, employee prevention, utilities, stock, marketing and contract support. Add employer Social Security, worker salary, holiday, sick coverage and termination risk. Directors and working shareholders need their own Social Security and remuneration treatment.
VAT collected is not revenue. Corporation Tax, payment instalments, payroll and rent withholding, annual accounts, books and audit can create cash and professional costs even when profit is low. For a calendar-year company, the 2026 Corporation Tax timetable placed the 2025 return deadline on 27 July 2026.
Build a thirteen-week cash forecast and twelve-month downside case. Separate tax, payroll and contingency reserves. Model a major client paying late, licence delay, founder departure and three months without sales. Avoid personal guarantees where possible and understand every one signed. Track formation cash separately from share capital and shareholder loans. Price founder labour even when initially unpaid, include replacement cost, and document whether deferred remuneration is legally owed. Compare runway before and after VAT, payroll and debt repayments rather than using bank balance alone.
Ongoing Duties
Maintain Governance, Books, Accounts, Tax, Ownership, Licences, Employment, Solvency, and Exit Readiness
Operate the company as a separate legal person and keep public records current.
Run the company properly
Use the company account for company money, document director and shareholder transactions, approve related-party terms and record decisions through valid minutes. Maintain journal, ledger, inventory, annual accounts, minute, shareholder and contract books as applicable. Reconcile tax, payroll, invoices, bank, capital and loans monthly. Monitor electronic notices and renew licences, insurance, leases, professional approvals and immigration status.
Build a filing matrix from the current 2026 taxpayer calendar, the census alta, and the actual transactions. List each applicable form, tax period, filing deadline, earlier direct-debit cut-off, preparer, approver, supporting ledger, payment account, receipt, and correction route. Do not copy another company's quarterly checklist: VAT, payroll and rent withholding, corporate-tax instalments, recapitulative or information returns, annual accounts, and sector duties depend on the business and can use different periods. Record a nil filing where the form remains required, and document why a form is not applicable rather than silently omitting it.
The Mercantile Registry timetable generally requires electronic book legalisation within four months after year end, shareholder approval of annual accounts within six months and deposit within one month after approval. A calendar-year company commonly legalises by 30 April, approves by 30 June and deposits by 30 July. Tax filing is separate.
Update registered office, object, capital, ownership, beneficial owners, administrators, powers, bylaws and single-shareholder status through the required corporate, notarial, registry and tax steps. A private share transfer alone may not complete public and tax consequences. Keep director acceptance, conflict, remuneration and related-party documentation.
Watch solvency and transitions
Review cash, equity, overdue tax and Social Security, creditor pressure and statutory dissolution or insolvency triggers. Administrators must act promptly; waiting for annual accounts can create personal exposure. Before dividends, verify distributable profit, reserve and net-asset limits.
For investment or sale, prepare clean cap table, accounts, contracts, licences, employment, tax, IP and data records. For dormancy, continue required tax, accounts and registry duties. For closure, decide sale, dissolution and liquidation, settle employees and creditors, collect debt, realise assets, approve liquidation, cancel registry and tax status and preserve records. A census baja alone does not extinguish the company. Before any dividend, related-party payment, director loan, asset sale or founder expense reimbursement, document approval, market basis, tax treatment and available reserves. Schedule monthly solvency review and preserve evidence that administrators considered creditor interests when distress appeared. Review insurance limits, guarantees and contract termination rights at the same meeting and minute the agreed corrective actions.
Problems
Recover from Registry Defects, Founder Conflict, Banking Delay, Missing Licences, Tax Debt, Insolvency, and Fraud
Fix the exact corporate, regulatory, financial, or operational failure before it spreads.
Correct formation and banking failures
For a rejected name, deed or registry filing, obtain the written qualification, identify whether the notary can correct it, and preserve the appeal or resubmission deadline. Do not create contracts under an unconfirmed name. For wrong DUE data, correct each receiving body and keep the signed original and correction receipts.
A bank can request ownership, administrator, source-of-funds, activity and tax evidence and can refuse under risk controls. Use the formal complaint route for poor service, but do not falsify turnover or route client money through a founder account. A payment account does not prove the company is licensed.
Handle founder and operating disputes
Use bylaws, founder agreement, company law, minutes and cap table to test authority, deadlock, funding, share transfer, director removal, information and IP. Preserve evidence and avoid self-help transfers. Mediation can help commercial terms, while invalid resolutions, director breach or urgent asset risk may need court measures.
If a required licence, work permission, professional approval or employee alta is missing, stop the affected operation, protect customers and workers, and obtain the responsible authority's correction route. Notify insurers where coverage may be affected.
Respond to debt and insolvency
For tax, Social Security or registry enforcement, obtain itemised periods and use the stated correction, appeal, deferral or payment route. An appeal may not suspend collection. For inability to meet due obligations, asset loss, creditor executions or negative equity, obtain insolvency advice immediately and document board action. Do not prefer insiders, strip assets, pay unlawful dividends or continue taking deposits without a credible fulfilment plan.
Report identity theft, false invoices, diverted bank details and forged powers promptly. Use PAE, notary, registry, AEAT, TGSS, municipality, regulator, police, mediator, legal aid or qualified corporate and insolvency counsel according to the failure. Bring the deed, DUE, registry notice, cap table, accounts, bank, contracts, licences, chronology and earliest deadline.