How to Set Up a Company in Barcelona as a Foreign Startup

Since Law 18/2022 ("Crea y Crece", in force October 2022) the legal minimum share capital for a Sociedad Limitada (SL) is EUR 1, not EUR 3,000. However, until capital plus reserves reach EUR 3,000, the company must allocate 20% of annual profit to a legal reserve and faces dividend restrictions, and shareholders can be liable up to EUR 3,000 on insolvency. For this reason many international startups still capitalise at EUR 3,000 from the start, which also reads more credibly with banks and enterprise clients. Validate the current rules with a Spanish lawyer.

A realistic timeline is 4-8 weeks from decision to functional entity with a bank account and active payroll. Main steps: NIE for directors (1-3 weeks via consulate, 4-8 weeks in Spain), company name reservation and articles of association (1 week), notary signing and Registro Mercantil registration (2-3 weeks), tax registration with Agencia Tributaria, and business bank account opening (1-3 weeks depending on bank).

An NIE (Numero de Identificacion de Extranjeros) is the tax identification number for non-Spanish nationals. Every foreign director of a Spanish SL must have one before the notary signing. Apply via Spanish consulate in your home country (typically faster) or in person at a Spanish Oficina de Extranjeros. Allow 2-4 weeks via consulate, 4-8 weeks in Spain. Start NIE applications first -- they are the most common bottleneck in Spanish company formation.

For 1-3 early hires validating the market: Employer of Record (EOR) is fastest -- operational in 1-2 weeks, no entity formation required. Cost: typically EUR 300-600 per employee per month on top of employment costs. For 3+ year commitment with 5+ people: Spanish SL is almost always more cost-effective and gives full legal control. A branch office is rarely the right structure for early-stage startups -- more complex, no liability separation from parent.

Monthly ongoing costs for an active SL: accountant and compliance EUR 300-800/month (varies with transaction volume), payroll processing if outsourced EUR 50-150/employee/month, registered address service if no physical office EUR 50-150/month. Annual statutory accounts preparation adds EUR 1,000-2,500/year. Total monthly overhead for a small SL: approximately EUR 400-1,100 excluding salaries.

The standard corporate income tax (Impuesto sobre Sociedades) rate is 25%. Newly created companies pay 15% for their first two profitable tax years -- a meaningful saving for early-stage companies. Loss-making companies pay zero corporate tax but must still file. Always validate with a qualified Spanish accountant for your specific situation.