Grupo Asegi has been handling turnkey incorporations of Sociedades Limitadas in Bilbao since 1982. The full process takes between 2 and 4 weeks, with a total cost of €700-1,500 in professional fees and administrative costs.
The subsequent registration must be arranged with the Foral Tax Authority of Bizkaia, not with the state AEAT.
What you need before you start
Minimum capital
The minimum share capital of a Sociedad Limitada is €1 since Law 18/2022 “Crea y Crece”, which removed the previous €3,000 minimum and repealed the successive-formation SL.
While the capital is below €3,000, the company is subject to two rules:
- At least 20% of the profit must go to the legal reserve until the reserve and the capital together add up to €3,000.
- In the event of liquidation, the shareholders are jointly and severally liable for the difference up to that €3,000.
That is why, in practice, many firms including ours still recommend contributing €3,000 to avoid that liability.
Shareholders
An SL may have a single shareholder (single-member company, SLU) or several. Shareholders may be individuals or legal entities, Spanish or foreign.
Corporate purpose
The corporate purpose must clearly define the company’s main activity and, where applicable, its secondary activities. It is advisable to include several complementary activities in order to have operational flexibility.
Step 1 – Apply for the company name at the Central Commercial Registry
The company name is applied for at the Central Commercial Registry in Madrid. You propose 3-5 names in order of preference. The RMC checks whether they are available and issues a negative name certificate.
- Cost: approx. €20.
- Timescale: 2-3 working days.
Step 2 – Open a bank account and deposit the capital
Once the name has been obtained, a bank account is opened in the name of the company in formation and the share capital is deposited. The bank issues a certificate of deposit.
Step 3 – Draft the articles of association
The articles of association are the company’s “constitution”. They define:
- The company name.
- The registered office.
- The corporate purpose.
- The share capital and the shares.
- The governing body.
- The rules governing the transfer of shares.
- The grounds for dissolution.
Step 4 – Signing before a notary
With the company name, the certificate of deposit of the capital and the articles of association, you go to the notary to sign the public deed of incorporation. Notary cost: between €200 and €500 depending on capital and complexity.
Step 5 – Registration at the Bizkaia Commercial Registry
The deed is filed with the Bizkaia Commercial Registry. The Registry reviews the deed and, if everything is in order, registers the company. From that moment on, the SL officially exists as a legal entity.
- Registry cost: between €100 and €250.
- Timescale: 5-15 working days.
Step 6 – Registration with the Foral Tax Authority of Bizkaia and definitive CIF
This is a key difference from the common regime: tax registration is carried out with the Foral Tax Authority of Bizkaia, not with the state AEAT. It involves:
- Applying for the definitive NIF/CIF.
- Registration in the Census of Entrepreneurs, Professionals and Withholders.
- Declaration of commencement of activity (foral Form 036/037).
- Registration for TicketBAI from the start of the activity.
Step 7 – Social Security registration
The company director must register as a self-employed company director with the General Treasury of the Social Security. If the company is going to have employees, the business must also be registered with a contribution account code.
Real total costs
| Item | Cost |
|---|---|
| Name certificate | ~€20 |
| Notary | €200-500 |
| Commercial Registry | €100-250 |
| Advisory fees | €300-800 |
| Total (excluding share capital) | €700-1,500 |
| Share capital (stays in the company) | €3,000 minimum |
Frequently asked questions
- How long does it take to set up an SL in Bilbao?
- Between 2 and 4 weeks, from the company name application to definitive tax registration with the Foral Tax Authority of Bizkaia.
- Do I need an adviser or can I do it on my own?
- Technically you can do it on your own, but mistakes in the articles of association, in the corporate purpose or in the tax registration can create costly problems later on.
- How much does the notary cost for an SL?
- Between €200 and €500 depending on the share capital, the complexity of the articles of association and the number of shareholders.
- What documents does the Bizkaia Commercial Registry require?
- The public deed of incorporation signed before a notary, the name certificate and the certificate of deposit of the share capital.
- Can I set up the SL before I have a bank account?
- No. The bank account and the deposit of the capital are prerequisites for signing the deed.
General information only; it does not replace professional advice. Foral legislation changes frequently — check the date it was last updated.