Setting up an SL in Málaga

The real timeline and what happens after the notary

Almost every guide on how to set up a Spanish limited company (sociedad limitada, SL) ends at the same point: signing the deed in front of a notary. Company name, bank account, articles of association, deed, registration, done.

In practice, signing is halfway. What comes after (registering the company with the Tax Agency, deciding which taxes it will file, putting the director into the self-employed social security scheme, getting the digital certificate, getting ready to invoice) is where the mistakes that later cost money are made.

This summer we handled, from start to finish, the formation of a single-member limited company in Málaga: a foreign entrepreneur living on the Costa del Sol, selling digital products and consulting services to customers worldwide. This is the real timeline, and what we ran into along the way.

The real timeline: one month from company name to registration

Date	Milestone
30 July	Company name certificate from the Central Commercial Registry
13 August	Registered office agreement signed and deposit paid to the notary
19 August	Deed of incorporation signed and sole director appointed
20 August	Form 600 filed (tax on incorporation): exempt, 0 euros
28 August	Registered at the Málaga Commercial Registry and permanent tax ID (NIF) issued
17 September	Director’s digital certificate as company representative
20 September	Tax registration with the Tax Agency (form 036), including the EU VAT register (ROI)
21 September	Director registered in the self-employed social security scheme
24 September	First sale
7 October	Tax Agency decision admitting the company to the ROI, effective from 20 September
8 October	Notice of the start of regular sales (form 036, amendment)

From company name to registration took less than a month, and from signing to registration, nine days. That is a good pace, but not a guaranteed one: it depends on the Registry’s workload at the time.

What it cost

These are the real invoices for the formation, excluding our fees:

Item	Amount
Notary (deed of incorporation and director appointment)	355.99 € fees + 62.08 € disbursements + VAT
Málaga Commercial Registry (registration)	143.97 € + VAT
Capital duty on incorporation (form 600)	0 €: incorporation is exempt
Representative digital certificate (FNMT)	24 € + taxes
Registered office service (optional, yearly)	210 € + VAT

Two details in those invoices that almost nobody mentions. First, the notary’s and the registrar’s invoices come with income tax withheld. Your company, a few days old, already has to pay that withholding to the Tax Agency with form 111. Second, the VAT on these costs is deductible, but only if the company gets its tax registration right (more on that below).

Three decisions made before signing

Share capital. Since Law 18/2022, an SL can be set up with 1 euro of capital (article 4 of the Spanish Companies Act). But while capital is below 3,000 euros, the company must set aside at least 20 % of its profit as a legal reserve until it reaches that figure, and if it is wound up without enough assets, the shareholders are jointly liable for the difference up to 3,000 euros. In our case the company was set up with 3,000 euros to avoid both.

Contributing assets instead of cash. Capital does not have to be cash. Here the shareholder contributed two computers he already used for the business, valued at 3,000 euros. It can be done and it simplifies the start, but founders are jointly liable for the reality of those contributions and the value given to them (article 73 of the Companies Act). The value has to be defensible.

Single-member company. If there is only one shareholder, the company must state that it is single-member “in all its documentation, correspondence, order forms and invoices” (article 13.2 of the Companies Act). In practice: your invoices, website and email signature say “S.L.U.”, even if the deed says “S.L.”.

After the notary: what most guides skip

1. The tax ID arrives on its own, but the Tax Agency does not yet treat your company as a business

When the company is registered at the Commercial Registry, the Tax Agency assigns its permanent NIF automatically. You do not have to apply for it.

But that NIF only puts the company in the general taxpayer register. To join the register of businesses, professionals and withholding agents, which is the one that matters for invoicing with VAT, filing withholdings and deducting expenses, you must file form 036 expressly. We checked the company’s own census record: after registration it showed as active with a single obligation, corporate income tax. No VAT, no withholdings, nothing else.

That form 036 decides almost everything: activity and tax codes, VAT regime, whether the company will deal with businesses in other EU countries, whether it will withhold tax, and whether it starts selling straight away or later.

2. If you will spend before you sell, say so in the 036

Many companies have costs before their first sale: website, equipment, advice, advertising. To deduct the VAT on those costs, the registration must state that the company starts with purchases and that sales will come later. When the first sale happens, you must notify the start of regular sales with an amended 036 within one month (article 10 of the General Regulation on tax management and inspection). In our case: first sale on 24 September, notice filed on 8 October.

3. The ROI: essential if you have customers or suppliers in Europe

The Register of Intra-Community Operators (ROI) gives the company an EU VAT number (here, the NIF with the ES prefix). Without it, your European suppliers will charge you their VAT as if you were a private individual, and you cannot invoice European businesses without VAT. You apply in the same 036. The Tax Agency reviews and decides: in this case, the decision arrived 17 days later, effective from the application date.

4. The director usually goes into the self-employed scheme

Setting up a company does not get you out of self-employed social security. Spain’s General Social Security Act (article 305.2.b) includes in the self-employed scheme (RETA) anyone who manages the company as director, or provides other services to it, on a regular, personal and direct basis, if they have effective control. Control is presumed, unless proven otherwise, when the person:

holds at least half of the capital (directly or together with relatives they live with, up to the second degree);
holds at least one third of the capital and works in the company;
holds at least one quarter of the capital and also has management duties.

This is known as a corporate self-employed worker (autónomo societario), and two things are worth knowing:

They can access the flat rate (reduced contribution) for new self-employed workers, if they meet the requirements. Spain’s Self-Employment Act expressly extends it to shareholders of capital companies.
When the flat rate ends, their minimum contribution base is higher than for an ordinary self-employed person. In 2026 it is 1,424.40 euros a month (the minimum base for group 7 of the general scheme), according to Social Security bulletin RED 05/2026. During 2026 you can contribute provisionally on a lower base of at least 1,000 euros, but the final year-end adjustment will apply 1,424.40 as the minimum and claim the difference. It is a deferred bill worth planning for.

5. The digital certificate: do not leave it until last

To act online before the Tax Agency and Social Security on behalf of the company, the most practical option is the FNMT representative certificate for a sole or joint director. Two conditions make it harder: the FNMT requires the appointment to be registered at the Commercial Registry (a signed deed is not enough), and the online application needs the director’s personal FNMT certificate or Spanish electronic ID card. If the director is a foreign national without a Spanish electronic ID, they will need to verify their identity in person or through another route the FNMT accepts. In the meantime, a power of attorney for your adviser stops the tax and social security registrations from getting stuck.

6. Books, accounts and the first corporate income tax return

The company must keep accounts from day one, plus the register of shareholders and the minutes book. The first financial year runs from the start of operations to 31 December, and at year end come the legalisation of books, the preparation and filing of annual accounts and the first corporate income tax return. In our case there were no corporate income tax instalments to pay in the first year.

7. Set up invoicing before the first invoice

With the NIF, the 036 and the ROI sorted, what remains is the most visible part: invoicing correctly. Series and numbering, “S.L.U.” if single-member, the right type of invoice for each customer (full or simplified, domestic or foreign) and software that complies with Verifactu. For companies, the date in force is 1 January 2027. And if your company buys or sells services abroad, you will meet the next piece.

The reverse charge, explained without jargon

It is probably the VAT rule that confuses new company owners most, and it is not complicated once you get the idea.

The normal rule: the seller charges VAT to the customer and pays it to the Tax Agency.

The reverse charge (inversión del sujeto pasivo): in some cases the law flips it. The seller does not charge VAT, and the buyer declares it in its own VAT return (form 303), as if it had charged itself. “Taxable person” simply means whoever has to declare the tax, and “reverse” means that obligation passes from the seller to the buyer.

When it will affect you

1. When your company buys services from a foreign business. Advertising on foreign platforms, software and subscriptions from companies abroad, commissions from online sales platforms, a designer or consultant in another country. If the supplier is not established in Spain, its invoice will arrive without Spanish VAT, and your company must declare it (article 84.One.2.a of the Spanish VAT Act).

An example with numbers. Your company receives a 1,000 euro invoice from a US platform. In your form 303 you record 210 euros of output VAT (what you “charge yourself”) and, if the cost relates to your business and you can deduct, 210 euros of input VAT. Result: zero. So why bother? Because the transaction must appear in the 303 even if it nets to zero, because if your right to deduct is not full it will not net to zero, and because if the supplier is in another EU country it must also be reported in form 349. You do not need to issue a “self-invoice”: according to the Tax Agency’s VAT manual, the supplier’s invoice is enough.

The company in this case already had four such suppliers in its first quarter: a US consultancy, a content agency in the UAE, a freelancer in India and its online sales platform, based in the US. All four under the reverse charge. (And a warning: these payments may also have non-resident income tax consequences, which are reviewed separately.)

2. When your company provides services to a business in another EU country. If your customer is a business with an EU VAT number, as a rule the invoice goes without Spanish VAT, with the wording “inversión del sujeto pasivo” (reverse charge), and your customer declares the VAT in its own country. That is why the ROI is essential: it lets both sides check the other is a business. Note: if your EU customer is a private individual, a different rule applies.

3. In some transactions within Spain. The most common affects building work: when a contractor or subcontractor works for a developer or another contractor on a construction or refurbishment project, the invoice may go without VAT. We explain it in detail in our article on self-employed people in construction work, because it is one of the most misapplied rules in the sector.

How it shows on the invoice

If you issue an invoice under the reverse charge, it must include the wording “inversión del sujeto pasivo” (article 6.1.m of Spain’s Invoicing Regulation). If you receive one, the supplier’s invoice will arrive without Spanish VAT and you declare it.

What we do at Stoa

Setting up a company is paperwork. Getting it off to a good start is something else: making sure the 036 says what the company will really do, that the VAT on the first costs can be deducted, that the director knows what social security will cost when the flat rate ends, and that the first invoice is right.

At Stoa we handle company formation from start to finish and then take on the company’s accounting and tax. When the company grows, we stay on as its outsourced finance director. We work from the Andalusia Technology Park in Málaga, in English and Spanish.

Setting up your company in Spain? Get in touch and we will tell you how we would handle your case.

Frequently asked questions

How long does it take to set up an SL in Málaga?

As a guide, between three and six weeks from applying for the company name until the company is registered at the Commercial Registry. Once the deed is filed with the Registry, the maximum time to register it is fifteen days (article 18.4 of the Spanish Commercial Code), and in practice it usually takes one to three weeks, depending on the Registry’s workload.

How much does it cost to set up a Spanish limited company?

For a simple SL, notary and Commercial Registry fees usually add up to between 500 and 800 euros plus VAT. Incorporation is exempt from capital duty, although form 600 must still be filed. Add small costs such as the company name certificate and the digital certificate, a registered office service if used, and advisory fees.

What is the minimum share capital for an SL in Spain?

One euro, under article 4 of the Spanish Companies Act as amended by Law 18/2022. While capital is below 3,000 euros, the company must set aside at least 20 % of profit as a legal reserve and, if wound up with insufficient assets, shareholders are jointly liable for the difference up to 3,000 euros.

What do you have to do after signing the deed of an SL?

Wait for registration and the permanent NIF, file form 036 to register for tax (it is not automatic), apply for the EU VAT register (ROI) if dealing with the EU, register the director as self-employed if they have control, get the representative digital certificate, keep the mandatory books and set up Verifactu-compliant invoicing.

Does the director of a Spanish SL have to be self-employed?

Yes, if they manage the company or work for it regularly and have effective control, under article 305.2.b of the General Social Security Act. Control is presumed with half of the capital (including relatives they live with, up to the second degree), one third if they work in the company, or one quarter if they also manage it.

How much does a corporate self-employed worker pay in 2026?

They can start with the flat rate for new self-employed workers if they meet the requirements. After that, their minimum contribution base in 2026 is 1,424.40 euros a month, according to Social Security bulletin RED 05/2026. They can contribute provisionally on a lower base of at least 1,000 euros, but the year-end adjustment applies that minimum and claims the difference.

What is the reverse charge in Spanish VAT?

It is a VAT rule under which, in certain transactions, the seller does not charge VAT and the buyer declares it in its own form 303. It applies, among other cases, when a Spanish company buys services from a supplier not established in Spain, when it provides services to businesses in other EU countries, and in certain construction or refurbishment work.