Complete Guide: How to Create a Startup in Spain in 2026 – Step by Step

You have a brilliant idea that can revolutionize a sector. You've validated the problem, you have a business plan, and you're ready to launch. But there's one question that paralyzes many entrepreneurs: where do you start legally?

Creating a startup in Spain is not simply "registering". It's establishing the correct legal foundations that will allow you to grow, attract investment, protect your interests and avoid future problems that can cost thousands of euros or even cause the project to fail.

In this complete and updated guide for 2026, we explain step by step everything you need to know to incorporate your startup in Spain correctly, with real costs, precise timings and advice from lawyers specialized in tech startups.

1. What is a Startup? Legal and Practical Definition in Spain

Before launching into creating your company, it's important to understand what legally defines a startup in Spain. It's not just "a young company" or "an app".

According to Law 28/2022 on promoting the emerging companies ecosystem (Startup Law), a startup in Spain is:

Why does this definition matter? Because meeting these requirements gives you access to tax benefits, special visas for international talent, stock option options for employees, and other advantages that can save thousands of euros for your startup.

In practice, a startup is characterized by seeking a repeatable and scalable business model, normally using technology, with potential for exponential growth and ability to attract external investment.

2. Legal Forms for Startups: LLC, SLFS, SA or Self-Employed?

The choice of legal form is one of the most important decisions. It affects the taxes you'll pay, liability for debts, ease of attracting investment and your credibility with investors.

Limited Liability Company (LLC) – The recommended option

Advantages:

• Limited liability: Partners only respond with contributed capital, not with their personal assets
• Low minimum capital: Only 3,000€ (vs 60,000€ for SA)
• Preferred by investors: VCs and business angels prefer to invest in LLC
• Flexibility: Allows complex shareholder agreements
• Credibility: Conveys professionalism to clients and partners

Disadvantages:

• Incorporation cost: 4,500-5,500€ total
• More complex accounting obligations
• You need to file annual accounts

Limited Liability Company with Successive Formation (SLFS)

Allows starting without the 3,000€ initial capital, but has important restrictions: you must allocate 20% of profits to legal reserve until reaching 3,000€, and you cannot distribute dividends until then. We don't recommend it for startups seeking investment, as investors view it with distrust.

Public Limited Company (SA)

Requires 60,000€ minimum capital. Only makes sense for very large projects that need to raise a lot of capital from the start or plan to go public. For most tech startups, it's unnecessary and excessively expensive.

Self-Employed – Only to validate MVPs

When it makes sense:

• You're in very early validation phase
• You don't have partners
• You won't need external investment in 6-12 months
• Very low expenses

Problems: Unlimited liability (you respond with your house, car, savings), impossible to attract professional investment, complicates working with partners, and less business credibility.

3. The 9 Exact Steps to Incorporate a Startup (LLC) in Spain

Now comes the practical part. We explain the complete process, step by step, with real timings and broken down costs.

Step 1: Negative Certificate of Company Name

What is it? A document from the Central Commercial Registry that certifies that your company name doesn't already exist in Spain.

How to do it:

• Enter the Central Commercial Registry portal
• Request the certificate online (reserve 3 names in order of preference)
• Pay 13.52€ with card
• Receive it by email in 24-48 business hours

Cost: 13.52€

Time: 1-2 business days

Step 2: Bank Account Opening and Share Capital Deposit

You need to deposit the minimum share capital (3,000€ for LLC) in a bank account in the name of the company "in formation".

Required documents:

• ID/NIE of all partners
• Negative certificate of company name
• Draft of bylaws (the bank can provide it)

The bank will give you a bank deposit certificate that you'll need for the notary.

Cost: 0€ (only the capital you contribute)

Time: 1-3 days (depends on the bank)

Step 3: Drafting of Corporate Bylaws

The bylaws are the "rules of the game" of your company. They define fundamental aspects such as corporate purpose, capital, administration, and decision-making.

What the bylaws should include:

• Company name: The name of your company
• Corporate purpose: What it does (important: make it broad for future flexibility)
• Registered office: Tax address of the company
• Share capital: Amount contributed and distribution among partners
• Administrative body: Sole administrator, joint, or board
• Fiscal year end: Normally December 31

Cost: 300-600€ if you hire a lawyer (recommended), 0€ if you use standard template

Time: 2-5 days

Step 4: Public Deed before Notary

Once you have the negative certificate, the deposited capital and the bylaws, you go to the notary to sign the incorporation deed. All partners must be present (or give notarial power to someone).

Documents needed at the notary:

• Original ID/NIE of all partners
• Negative certificate of company name
• Bank certificate of capital deposit
• Drafted bylaws
• NIE of foreigners (if there are non-Spanish partners)

Notary cost: 300-600€ (depends on share capital and complexity)

Time: 1 week to get appointment + 30 minutes at notary

Step 5: Payment of Transfer Tax (ITP and AJD)

Although since 2018 company incorporations are exempt from ITP and AJD, you must file form 600 in your Autonomous Community declaring the exemption. It's a mandatory procedure even though you don't pay anything.

Cost: 0€ (exempt)

Time: 30 business days from the deed

Step 6: Registration in the Provincial Commercial Registry

This is the step that officially "creates" your company. The management company files the notarial deed and form 600 in the Commercial Registry of your province.

Cost: 150-300€ (Registry fees + management)

Time: 2-4 weeks (the longest step of the process)

Step 7: Obtaining Definitive Tax ID (CIF)

Once registered in the Commercial Registry, the company receives its definitive Tax ID (formerly called CIF). It's the "ID card" of your company.

Cost: 0€ (included in management)

Time: Automatic after Commercial Registry registration

Step 8: Tax Registration with Tax Agency (Hacienda)

You must register the company with the Tax Agency by filing form 036 or 037. Here you declare the economic activity (IAE code), VAT regime, and other tax data.

Cost: 0€

Time: 1-2 days (can be done online)

Step 9: Social Security Registration

If the administrator is going to be registered in the Self-Employed Regime (most common), they must register with Social Security. You must also register the company as "employer" if you're going to hire employees.

Cost: Self-employed contributions from 230€/month (new contribution system 2023)

Time: 1-2 days

4. Real Costs of Creating a Startup in Spain (2026 Breakdown)

Let's talk about money. Many websites give you indicative figures. Here you have the real costs based on our experience incorporating dozens of startups.

Real average: 4,500-4,800€ for a standard LLC

5. The Shareholder Agreement: Your Business Life Insurance

Here comes the most important document that is not mandatory but is absolutely critical: the shareholder agreement (or shareholders agreement).

Corporate bylaws are public and regulate the basics. The shareholder agreement is private and regulates what's important: what happens if a partner wants to leave, how equity is distributed with vesting, what happens if an investor comes, how conflicts are resolved.

What should a startup shareholder agreement include?

Professional shareholder agreement cost: 800-1,500€ (included in our startup packs)

6. Preparing Your Startup to Attract Investment

If your plan includes seeking investment (and it should), you need to prepare your legal structure BEFORE talking to investors. The legal due diligence process is where many startups lose funding opportunities.

Documentation that investors will review:

• Deeds and bylaws: They will verify everything is in order
• Shareholder agreement: It's the first document they will ask for
• Cap table (capitalization table): Who has what % and with what vesting
• Employment contracts: Of founders and employees
• Intellectual property: Patents, trademarks, code rights assignment
• Customer contracts: NDAs, commercial contracts
• GDPR compliance: Privacy policy, DPO (if applicable), activity register

If something is missing or poorly drafted, the investor can: 1) Ask you to fix it (2-4 week delay), 2) Reduce the valuation, or 3) Simply not invest.

Our specialized advice on investment rounds includes complete preparation of the legal data room for due diligence, increasing your chances of successfully closing the round.

7. GDPR and Data Protection: Mandatory from Day 1

If your startup has a website, captures emails, or works with customer data, you are required to comply with the General Data Protection Regulation (GDPR).

Minimum legal documents you need:

• Privacy Policy: How you handle personal data
• Cookie Policy: What cookies you use and why
• Legal Notice: Company data and terms of use
• Terms and Conditions: If you sell products/services
• Consents: For newsletter, marketing, etc.

Fines for non-compliance: Up to 20 million euros or 4% of annual global revenue (whichever is greater). For a startup, even a fine of 10,000-50,000€ can be lethal.

8. Protect Your Intellectual Property: Your Most Valuable Asset

The value of your startup is in your technology, your brand, and your code. If you don't protect them correctly from the start, you can have serious problems later.

Trademark Registration

Your trade name must be registered as a trademark. Otherwise, someone can register it before you and then demand that you change your name (or pay for it).

Process:

• Prior art search (verify it doesn't exist)
• Application to OEPM (Spanish Patent and Trademark Office)
• Wait for publication and possible oppositions (6-12 months)
• Protection for 10 years renewable

Cost: 150-300€ (national) or 850-1,200€ (European)

Software Rights Assignment

If you or other founders have developed code BEFORE incorporating the company, legally that code is yours, not the startup's. You need intellectual property rights assignment contracts to transfer those rights to the company.

The same applies if you hire external developers or freelancers: make sure you have clear rights assignment clauses in their contracts.

More information in our intellectual property service for startups.

9. Essential Contracts Your Startup Needs

Beyond the bylaws and shareholder agreement, there are other contracts you'll need from the start or very soon:

At Satya Legal we specialize in tech contracts that protect SaaS startups, marketplaces and digital platforms.

10. 7 Legal Mistakes You Must Avoid When Creating Your Startup

Based on our experience advising dozens of startups, these are the most common (and costly) mistakes:

To delve deeper into these mistakes, read our article: Common legal mistakes when launching startups.

11. Timeline: How Long Does It Really Take to Create a Startup?

Here's the real timeline based on our experience incorporating startups:

12. Final Checklist: Are You Ready to Launch Your Startup?

Before starting the incorporation process, make sure you have all this clear:

Conclusion: Start with Solid Foundations

Creating a startup in Spain is a process that requires investment of time (6 weeks) and money (4,500-5,500€), but it's fundamental to do it right from the start.

Legal mistakes in the incorporation phase can cost you:

• Losing investment opportunities (investors flee from messy cap tables)
• Conflicts with partners that paralyze the business
• Fines for GDPR non-compliance (10,000-50,000€)
• Loss of intellectual property
• Personal liability for company debts

The cost of doing it wrong is 10-20 times greater than the cost of doing it right.

Frequently Asked Questions about Creating Startups in Spain