Good to know
Good to Know
- You do not need a local Spanish partner, sponsor, or resident director to incorporate in Girona — a foreigner can own 100% of an S.L. and act as its sole administrator.
- Get your NIE moving first, even before finalizing your business plan — it is the single most common cause of delay, and a Spanish notary cannot sign your incorporation deed without it.
- The legal minimum share capital is just €1, but most lawyers still recommend €3,000 to avoid the mandatory annual profit-reserve rule and to look more credible to Spanish banks.
- Opening a business bank account as a non-resident is often the slowest step — start it the moment you have a provisional NIF rather than waiting for full registry confirmation.
- Most of the process (notary, bank, registry) can be done remotely from abroad via a notarised power of attorney if you don't want to travel to Girona in person, though a well-drafted, specific power of attorney is essential — generic ones are often rejected.
- Girona businesses use the exact same national Impuesto sobre Sociedades rules as the rest of Spain — there is no Girona- or Catalonia-specific corporate tax discount, so don't expect a 'regional deal' the way you might in the Basque Country or Navarra.
- The €1 minimum capital for an SL sounds attractive, but most gestores (accountants) recommend funding closer to the old €3,000 threshold in practice, since special legal-reserve rules kick in below that and undercapitalised companies can face practical banking and credibility issues.
- A foreign director who is actively working in their own SL is not exempt from Spanish social security — expect to register as an 'autónomo societario' with a noticeably higher monthly contribution than a standard freelancer.
- If you're only testing the market or invoicing a single foreign client, most gestores in Spain will tell you autónomo is simpler; the SL route earns its keep once profit, liability exposure, or the need to look 'corporate' to Spanish clients grows.
- Spain is phasing in mandatory certified e-invoicing (Verifactu) for companies, with full application from 1 January 2027 — worth planning your invoicing software around now rather than scrambling later.
Business Tax And Structure Options
- Jurisdiction Note
- Corporate tax in Spain is set at the national level by the Agencia Tributaria (national tax agency), administered under Impuesto sobre Sociedades law. Girona, as a Catalan municipality, follows this same national regime — Catalonia does not have a separate 'foral' corporate tax system the way the Basque Country and Navarra do, so a company incorporated in Girona pays the identical national rates as one in Madrid or Barcelona.
Filing Obligations
- Annual Corporate Tax Return
- Modelo 200 — filed within 25 days of the 6th month after fiscal year end (typically July for calendar-year companies).
- Quarterly Advance Corporate Tax Payments
- Modelo 202 — quarterly advance payments (April, October, December).
- Annual Accounts
- Companies (SL/SA) must deposit annual accounts at the Registro Mercantil (Mercantile Registry) every year, separate from the tax filings above.
- Quarterly VAT Return
- Modelo 303 — filed within 20 days after each quarter.
- Withholding Tax Return
- Modelo 111 — quarterly withholding tax return covering employee salaries and professional fees.
- Administering Authority
- Agencia Tributaria (AEAT), Spain's national tax agency.
- Foreign Asset Reporting
- Companies or individuals with qualifying foreign assets may have additional reporting obligations (Modelo 720).
- Upcoming E Invoicing Requirement
- Spain is rolling out mandatory certified e-invoicing ('Verifactu') for companies, with real-time submission to AEAT or a tamper-evident local audit trail; full rollout for all SLs is set for 1 January 2027 after being postponed from 2026.
- Annual Third Party Operations Return
- Modelo 347 — annual declaration of operations exceeding €3,005.06 with any single client or supplier.
Corporate Tax Rates 2026
- Standard Rate Percent
- 25
- New Company Rate Percent
- 15
- New Company Rate Duration
- Applies to the first two profitable fiscal years for newly incorporated companies, subject to conditions.
- VAT Standard Rate Percent
- 21
- Micro Enterprise Tiered Rate
- For companies with turnover under €1 million, a phased reduction under Royal Decree-Law 16/2025 / Ley 7/2024 applies a split rate: roughly 19-21% on the first €50,000 of taxable base, with the remainder taxed at 21-23% depending on the fiscal year of the phase-in.
- Reduced Rate Turnover Under 1m Percent
- 23
- Large Group Minimum Effective Rate Percent
- 15
- Large Group Threshold
- Applies to groups/entities with net turnover of at least €20 million or under the tax consolidation regime.
Freelancer Vs Company Structures
- Practical Breakeven Guidance
- Multiple accounting/legal sources converge on a rough breakeven of roughly €40,000-60,000 in annual net profit: below that, autónomo status is usually simpler and cheaper once SL fixed running costs (accounting, registry fees, governance) are factored in; above that, the SL's flat corporate tax rate increasingly beats IRPF's progressive rate. This is a general guideline, not a rule — individual circumstances (liability exposure, plans to hire, take on partners, or bid for contracts requiring a corporate entity) can justify an SL earlier.
- One Way Conversion Note
- It is straightforward to start as an autónomo and later incorporate as an SL as revenue grows, but the reverse (converting an SL back into simple autónomo status) is not a direct legal process.
Autonomo Sole Trader
- Setup
- No minimum capital, no notary visit, no company formation process required. Registration is with the Agencia Tributaria and Social Security (TGSS/RETA), and can often be completed within a day or two if the applicant already has a digital certificate.
- Liability
- The individual is personally liable for all business debts — personal assets, including property, are exposed.
- Personal Tax
- Profits are taxed via personal income tax (IRPF), a progressive tax ranging from roughly 19% up to 47% at the highest income bands.
- Social Security
- Monthly RETA (self-employed social security) contributions are based on a real-income contribution system; a reduced flat-rate contribution is available for new registrants during an initial period.
- Description
- Self-employed/freelancer registration — no separate legal entity is created; the individual trades under their own name and NIF/NIE.
- Foreign Owner Notes
- A foreigner needs an NIE to register. Non-EU citizens generally need a residence/work authorization permitting self-employment (or a visa route such as the Digital Nomad Visa or self-employment visa) before starting activity as autónomo.
Sociedad Limitada Sl
- Setup
- Requires an NIE for every foreign shareholder/director, company name reservation at the Registro Mercantil Central, a notarised incorporation deed and bylaws, a Spanish company bank account, and registration with the tax office and Social Security. Incorporation typically takes two to six weeks and can be done remotely via power of attorney.
- Tax Treatment
- Corporate tax is paid on company profits at the tiered rates above; the owner then pays personal tax only on salary drawn and any dividends distributed.
- Minimum Share Capital
- €1.00
- Director Social Security
- A director who actively works in the company typically registers as an 'autónomo societario', which carries a higher minimum monthly social security contribution (roughly €310-370/month in 2026, plus MEI) than the standard autónomo rate.
- Description
- Spain's standard limited liability company — a separate legal entity, the most common vehicle for foreign-owned small businesses in Spain.
- Foreign Owner Notes
- Non-residents can be shareholders, directors, or sole owners of a Spanish SL; no Spanish nationality requirement exists for shareholders or directors. A non-resident director without EU residency may still need a work permit depending on their role.
- Minimum Capital Note
- Minimum capital was reduced to €1 under the 2022 'Crea y Crece' law; below €3,000 special legal-reserve rules apply until reserves build up to that level.
Incorporation Process And Requirements
- Most Common Vehicle
- Sociedad Limitada (S.L.), Spain's standard limited liability company, or its single-shareholder variant, the Sociedad Limitada Unipersonal (S.L.U.).
- Jurisdiction Note
- Company incorporation is governed by Spanish national law, not Girona-specific rules. A foreigner incorporating in Girona follows the same national process as anywhere in Spain, but files locally with the provincial Registro Mercantil de Girona and typically signs before a notary based in Girona.
Typical Timeline
- Main Bottlenecks
- NIE/NIF processing (especially via a consulate abroad, which can take 2-6 weeks), and opening a corporate bank account as a non-resident, which can extend 6-8 weeks due to enhanced anti-money-laundering checks on foreign-owned entities.
- Realistic Non Resident Case
- Sources diverge: several legal-service sites report 4-8 weeks is achievable, while at least one firm quotes 4-8 months for non-resident foreigners once NIE processing, international courier/apostille steps, and non-resident bank account KYC delays are factored in.
- Standard Case Documents Ready
- 3-8 weeks from NIE application to full registration.
- Fast Track Via Official CIRCE PAE System
- 5-10 working days for a stripped-down, standard-template S.L. once documents are ready.
Core Requirements
- NIE (Número de Identificación de Extranjero) for every individual foreign shareholder and director — required before the notarial deed can be signed. Obtainable at a Spanish consulate abroad or at an immigration/police office in Spain.
- If a shareholder is itself a foreign company (e.g. a US LLC or UK Ltd), that entity needs its own Spanish NIF, obtained via the Agencia Tributaria, before incorporation can proceed.
- A Spanish bank account in the company's name to deposit the share capital.
- A registered company address in Spain (can be a home address, coworking space, or virtual office).
- Company name clearance certificate (Certificación Negativa de Denominación Social) from the Registro Mercantil Central, valid 6 months.
- Estatutos sociales (articles of association) and a notarial deed of incorporation (escritura de constitución).
- Registration with the provincial Mercantile Registry and the tax office (Agencia Tributaria) via Modelo 036, plus Social Security registration for directors.
Step By Step Process
- 1. Obtain NIE for all individual foreign shareholders/directors (or Spanish NIF for foreign corporate shareholders) — this can be done remotely via a notarised power of attorney.
- 2. Reserve the company name at the Registro Mercantil Central (submit 2-3 candidate names).
- 3. Open a Spanish business bank account and deposit the minimum share capital; the bank issues a deposit certificate.
- 4. Draft the estatutos sociales (articles of association).
- 5. Sign the escritura de constitución before a Spanish notary (in person or via a representative holding a notarised power of attorney).
- 6. Obtain a provisional NIF from the Agencia Tributaria.
- 7. Register the deed with the provincial Registro Mercantil (Girona's provincial office, as part of the nationally coordinated Registro Mercantil system).
- 8. Receive the definitive NIF, then register for VAT/economic activity and Social Security (Modelo 036).
Minimum Share Capital
- Legal Minimum
- €1.00
- Practical Recommended
- €3,000
- Note On Minimum
- Since the 2022 'Crea y Crece' reform, an S.L. can legally be formed with as little as €1 in capital, but companies below €3,000 must build a 20% legal reserve each year until reaching €3,000 and face dividend restrictions in the meantime.
Typical Costs Excluding Capital
- NIE Application Fee
- €12
- Name Reservation Certificate
- €20
Notary Fees Range
- Low
- €150
- High
- €1,000
Typical All In Total Range
- Low
- €700
- High
- €1,500
Mercantile Registry Filing Range
- Low
- €100
- High
- €400
Gestor Or Lawyer Coordination Range
- Low
- €400
- High
- €5,000
Local Partner Or Sponsor Mandate
- Detail
- No local partner, sponsor, or resident director is legally required. A foreign individual can be the sole shareholder and sole administrator of a Spanish S.L. (as an S.L.U.), and there is no residency requirement for directors or shareholders.
- Required
- No
Official Registry And Government Links
- Agencia Tributaria Tax Registration
- https://sede.agenciatributaria.gob.es
- Registro Mercantil Electronic Office
- https://sede.registradores.org/site/mercantil?lang=en_EN
- Circe One Stop Shop For Incorporation
- https://www.circe.es
AI-generated estimateData refreshed July 2026
Sources cited for this category
These are the sources cited in this business permits & incorporation for foreigners research for this city. Individual figures may not each trace to one of them.
More About Girona
Data last updated July 2026 · Verify anything important.