Any adult of any nationality can register a Sociedad Limitada (SL) in Spain. There is no residency requirement, no citizenship requirement, and no minimum capital above €1 since Ley 18/2022. What you do need: a NIE for every shareholder and director, a Spanish registered address, and at least one director. That is the full eligibility picture.
Quick answer
Spanish nationals: yes. Same process as any founder.
EU, EEA, Swiss nationals: yes, with NIE. No immigration permit required.
Non-EU nationals (resident or non-resident): yes, with NIE. No residency permit required to own or direct an SL.
Minors (under 18): no. Full legal capacity required.
Companies (Spanish or foreign): yes. A legal entity can be a shareholder of an SL.
Single founder: yes. A one-person SL is called an SLU (Sociedad Limitada Unipersonal).
The baseline rule
Spanish company law (Real Decreto Legislativo 1/2010, Ley de Sociedades de Capital) sets one eligibility requirement for SL founders: full legal capacity. Any natural person aged 18 or older who is not legally incapacitated qualifies. Nationality and residency are not eligibility conditions.
The practical requirement that catches most people is the NIE. Every shareholder and director named in the public deed must have a Spanish Número de Identidad de Extranjero before the notary can sign. Without a NIE, the notary cannot include that person in the deed. This is an administrative requirement, not an eligibility bar, but it is the step that most delays foreign founders.
EU, EEA, and Swiss nationals
EU, EEA, and Swiss nationals have the right to work and invest in Spain under free movement rules. No immigration permit is needed to own shares or act as director of a Spanish SL. The process is purely administrative.
What you need before the notary appointment:
NIE: apply with Form EX-15 from a Spanish consulate abroad, or Form EX-18 (plus Certificado de Registro de Ciudadano de la Unión) once in Spain. Appointments in Madrid and Barcelona run 2-6 weeks. Allow time.
Spanish registered address: can be a home address, a shared office, or a registered-address service.
Share capital deposit: a minimum of €1 deposited in a business account in the company's name, confirmed by a bank certificate.
Non-EU nationals
Non-EU nationals can fully own and direct an SL. Spain does not restrict foreign ownership or require a local partner. The eligibility rule is identical to EU nationals.
The difference is how the NIE is obtained. For non-EU nationals, the NIE is issued as part of a Spanish residence and work permit, or separately as a fiscal NIE for economic activity. A fiscal NIE (applied for at a Spanish consulate or at a Comisaría de Policía with Form EX-15 or EX-18) is sufficient for company registration and does not require a residency visa. Bring passport, the application form, the Modelo 790-012 fee slip (~€10-12), and a brief letter stating "to register a company".
If you cannot travel to Spain for the notary signing, you can grant a Power of Attorney (PoA) with apostille to a lawyer who signs on your behalf. This is the standard route for non-resident foreign founders.
Non-residents
There is no residency requirement for SL shareholders or directors. A non-resident from any country can:
Hold any percentage of shares in a Spanish SL.
Act as sole administrator, joint administrator, or board member.
Incorporate the SL without ever being physically present in Spain (via PoA).
The practical implications of being non-resident appear after incorporation, not before it. Non-resident directors face more complex tax obligations (non-resident income tax on Spanish-source income, potential permanent establishment questions) and need to ensure compliance filings are handled. These are operating questions, not eligibility questions.
Director requirements
An SL must have at least one director. The director (administrador) does not need to be a shareholder. Requirements:
Natural person aged 18+ with full legal capacity, or a legal entity (appointing a natural person representative).
NIE if the director is a foreigner.
Not disqualified under Spanish insolvency or criminal law.
A director who holds 25% or more of the shares (or 50%+ in a family-owned company) is classified as an autónomo societario and must register in RETA (self-employed social security). This is a social security obligation that attaches at incorporation, not an eligibility condition.
Minimum capital: €1 since 2022
Since Ley 18/2022 (Crea y Crece), the minimum share capital for an SL is €1. There is no longer a €3,000 floor. However, two restrictions apply until the company's accumulated equity reaches €3,000:
Legal reserve: 20% of annual profit must be allocated to reserves until the reserve reaches €3,000.
Dividends: dividends cannot be paid if net assets would fall below €3,000 after distribution.
Capitalising at €3,000 from the start removes these restrictions and is the cleaner choice for most founders. Capitalising above €3,000 has no legal benefit but can strengthen the company's position with banks and suppliers.
What disqualifies someone
Under 18: minors cannot be founders or directors.
Legally incapacitated: persons under judicial incapacitation cannot act.
Disqualification orders: persons prohibited from managing companies under Spanish insolvency proceedings or criminal judgments cannot serve as directors.
No NIE: not a disqualifier in law, but a practical blocker. The notary cannot sign without one. Get it first.
Common mistakes
Assuming residency is required. It is not. Non-residents can own and direct an SL without a Spanish address of their own (the company needs a registered address; the director does not need to live there).
Skipping NIE for a foreign shareholder. Every person named in the deed needs a NIE. Discover this at the notary and the appointment is cancelled.
Thinking €3,000 is still the minimum capital. The minimum is €1 since 2022. The €3,000 figure still matters for dividend and reserve restrictions, but it is not an eligibility threshold.
Director with ≥25% shares not registering in RETA. This is an obligation from day one of incorporation. Missing it triggers TGSS fines and back-cuotas. File Modelo TA.0521 within 30 days of registry inscription.
FAQ
Can a non-resident foreigner be the sole director of an SL? Yes. No residency requirement applies to directors.
Can a foreign company (not a person) own shares in a Spanish SL? Yes. Foreign legal entities can be shareholders. They need a Spanish NIF (not NIE) and may need apostilled corporate documents translated into Spanish.
Do I need a Spanish bank account before registering? Yes. The capital must be deposited in a bank account in the company's name before the notary signing, and the bank issues a certificate confirming the deposit. Some banks open the account on presentation of the name reservation certificate alone.
Can a student visa holder register an SL? As a shareholder, yes. As a director taking a salary, check whether the visa permits work activity. The SL itself does not require a work permit to exist; extracting income as an employee-director might.
What is the difference between an SL and an SLU? An SLU (Sociedad Limitada Unipersonal) is an SL with a single shareholder. Same legal form, same registration steps, one-person ownership.
