Incorporating a Company in Spain: SL or SA?

A Spanish private limited company (SL) and public limited company (SA) are both capital companies, but they are not interchangeable. The choice should reflect financing, ownership, transfer rules and governance rather than a generic perception of size or prestige.

Essential comparison

IssueSLSA Legal minimum capital€1, with safeguards until capital plus legal reserve reaches €3,000€60,000 Initial paymentInterests fully subscribed and paidShares fully subscribed and, generally, at least 25% paid TransfersMore closed; statute and articles regulate transfersMore open, subject to valid restrictions and special rules Typical fitIdentified owners and a closed SME structureMore open capital or projects requiring that form

What a €1 SL really means

One euro is a legal minimum, not a funding recommendation. Until capital and the legal reserve reach €3,000, at least 20% of profit must be allocated to the reserve. If assets are insufficient on liquidation, shareholders are jointly liable for the difference between €3,000 and subscribed capital. Opening capital should match the company's actual needs and risks.

Interests, shares and governance

SL interests are not negotiable securities and transfers to third parties are governed by statute and the articles. SA shares begin from a more transferable model, although valid restrictions and regulatory requirements may apply. Both forms require a general meeting and a management body; neither automatically requires a board in every case.

Incorporation steps

1. Define shareholders, activity, capital, management and articles.
2. Obtain negative name certification.
3. Prepare contributions and supporting information.
4. Execute the public deed.
5. Register and complete applicable tax, employment and activity filings.

CIRCE and the Single Electronic Document centralise many steps, particularly for an SL. Actual time and cost depend on articles, contributions, licences, notarial availability and incidents; there is no reliable universal figure.

Decision checklist

• Who will fund the company and how may investors enter?
• Should transfers to third parties be restricted?
• Does a sector rule require a specific form?
• Which management structure and voting rules are needed?
• Does capital reasonably fund the start of activity?

Official sources

• Spanish Companies Act.
• Official PAE/CIRCE portal.

Reviewed: 26 August 2026. The form and articles must be tailored to the project.