What does it really cost to set up and run a Spanish company? CAPEX and OPEX breakdown (2026)

Incorporating a Spanish limited company (SL) costs, in the standard case of a foreign group’s subsidiary, between 1,200 and 3,500 euros in set-up expenses (CAPEX), excluding share capital. Keeping it running for the first year costs between 3,000 and 12,000 euros (OPEX) with no payroll and no statutory audit, rising to between 15,000 and 40,000 euros once both apply.

Those two ranges are what a finance director needs in order to close a business case, and they are almost never published. What follows is a line-by-line breakdown, with the rule that fixes each item where one exists, and an explicit note on what is a regulated fee and what is a market rate. Every professional fee quoted here is an indicative 2026 market range, not a price list: it depends on the case, the volume and the complexity of the structure.

What belongs in incorporation CAPEX and what belongs in annual OPEX?

CAPEX is the one-off spend that turns an investment decision into a legal entity able to invoice; OPEX is what it costs to keep that entity compliant each year. The boundary is sharper than it looks, and it is worth fixing before requesting quotes, because many providers merge the two into a single figure.

CAPEX covers the negative name certificate, the public deed, registration at the Commercial Registry, the tax ID and census filing, the bank account, NIE numbers for non-resident directors, legalisation of the parent company’s documents, and the legal and tax advice that decides the structure. OPEX covers bookkeeping, corporate secretarial work, filing of annual accounts at the Commercial Registry, legalisation of statutory books, and the full cycle of periodic tax returns.

There is a third category that is neither, and it is the one that breaks budgets: structural costs that only appear once the subsidiary crosses a threshold, such as the statutory audit or transfer pricing documentation. They cannot be budgeted as fixed and they must not be ignored. They are budgeted as contingent, with the triggering threshold written next to them.

This article focuses on the line items of set-up and of the first financial year. For the fully loaded view of a Spanish operation at cruising speed, with payroll, effective tax rate and multi-year recurring compliance, the complementary read is the analysis of the total cost of operating a Spanish subsidiary.

What exactly does incorporation cost?

Between 1,200 and 3,500 euros in the standard case, and between 8,000 and 20,000 euros where there is a shareholders’ agreement, sector licensing or a holding structure involved. The table below separates regulated fees (predictable, near-identical at any firm) from professional fees (variable, negotiable, and where the real difference is made).

|
| Apostille and sworn translation of the parent company’s documents | 60-150 € per document | Market rate |
| Notarial power of attorney for the Spanish representative | 100-400 € | Tariff plus fee |
| Electronic certificate for a corporate representative | 15-40 € | Certification authority fee |
| Legal and tax structuring advice | 800-2,500 € standard case | Market rate |
| Advice on a complex structure (holding, shareholders’ agreement, licences) | 5,000-15,000 € | Market rate |
| Indicative total, standard case | 1,200-3,500 € | Excluding share capital |
| Indicative total, complex case | 8,000-20,000 € | Excluding share capital |

How much share capital has to be paid in?

Since Law 18/2022 on business creation and growth, the minimum capital of a Spanish limited company is 1 euro, down from the 3,000 euros required until 19 October 2022. The trade-off sits in the same text: until capital reaches 3,000 euros, the company must allocate at least 20% of its profit to the legal reserve, and on a winding-up the shareholders are jointly liable for the difference between subscribed capital and that figure.

In practice, virtually no subsidiary of a foreign group incorporates with 1 euro. Banks apply stricter risk criteria to thinly capitalised companies during onboarding, suppliers check capital at the Registry and, above all, a subsidiary with token capital is a poor starting point for evidencing economic substance to the Spanish tax authorities. The usual figure is still 3,000 euros, and considerably more where the activity requires upfront investment.

The public limited company (SA) keeps a 60,000 euro minimum, with at least 25% paid up at incorporation, under the Spanish Companies Act (Royal Legislative Decree 1/2010). For a trading subsidiary it rarely pays off: the company types available in Spain almost always resolve in favour of the SL, unless institutional investors or multiple share classes are anticipated.

What do the notary and the Commercial Registry actually charge?

Less than almost everyone budgets. Notarial and registry fees are regulated, calculated on share capital and, for a modestly capitalised company, they run into hundreds of euros rather than thousands. Law 14/2013 on support for entrepreneurs went further and set reduced flat tariffs for limited companies incorporated electronically with standard-form articles and capital below a defined ceiling.

The practical consequence is that optimising the notary’s invoice is an exercise in diminishing returns. What actually moves CAPEX is the advisory layer and the parent company’s documentation, and there the gap between one approach and another runs into thousands of euros.

What extra items does a foreign parent add?

The ones that do not exist when the shareholder is Spanish, and the reason a budget copied from a generic guide falls short. The parent must evidence its existence and its representation with documents issued in its own jurisdiction, apostilled under the 1961 Hague Convention (or consularised where the country is not a signatory) and translated by a sworn translator. Each document adds cost and, more importantly, adds calendar time.

On top of that come the NIE number for every non-resident individual director and shareholder, without which the notary will not execute the deed, and the tax identification number for the parent company itself where it appears as shareholder. In a standard subsidiary this block of legalisations, translations and identification numbers typically accounts for 30% to 50% of total CAPEX, more than the notary and the registry combined. Anyone weighing up subsidiary or branch should know that this cost is virtually identical either way: a branch does not avoid it.

What does the first year of operation cost?

Between 3,000 and 12,000 euros for a subsidiary with no payroll and no statutory audit, and between 15,000 and 40,000 euros for one with employees, an audit and documented related-party transactions. OPEX is where budgets slip most often, because it includes formal obligations that generate no invoice until they are breached.

What does corporate secretarial work actually include?

Maintaining the company’s corporate life, which in Spain is more formalistic than in most common-law jurisdictions. It covers convening and minuting the ordinary general meeting, which must be held within the first six months of the financial year; drafting resolutions and executing them before a notary where required; keeping the share ledger and the minute book; issuing certificates for banks and counterparties; and processing changes of director, registered office or corporate purpose with the corresponding registry filing.

It is the most underestimated line because it produces nothing visible when it works. Its absence, by contrast, surfaces the day a bank asks for a beneficial ownership certificate, a client demands evidence of signing authority, or an M&A process opens due diligence and turns up five years of unsigned minutes.

How much do bookkeeping and tax compliance cost?

Between 150 and 500 euros a month for a low to mid-volume subsidiary, with bookkeeping, periodic filings and the year-end close included. The range widens quickly with three variables: transaction volume, the number of intra-EU transactions, and the need to report to the parent under a different accounting framework.

That last point deserves its own budget line. A Spanish subsidiary keeps its books under the Spanish General Accounting Plan, but the group usually consolidates under IFRS or the parent’s local GAAP. The monthly reporting pack with conversion adjustments is additional work, billed separately, and it rarely appears in the initial quote. In the annual cycle the closing piece is Form 200, filed within the 25 calendar days following the six months after the year end under Law 27/2014 on Corporate Income Tax, that is, by 25 July for a calendar year end.

When does the statutory audit kick in?

When the company exceeds, for two consecutive financial years, two of the three size thresholds in article 263 of the Spanish Companies Act, measured on total assets, net turnover and average headcount. EUR 2,850,000 in total assets, EUR 5,700,000 in net turnover and 50 employees. Delegated Directive (EU) 2023/2775 raised the European thresholds by around 25%, but Spain has not yet transposed it into this article, whose current wording dates from 2013.

For a newly incorporated subsidiary this means the first year is almost never audited, absent a sector or statutory requirement, but the second or third may well be if growth is fast. Budgeting it as contingent from year one, with the threshold written down, avoids the awkward conversation in the year it is crossed.

What deadlines have to be budgeted alongside the money?

Those of the corporate and tax calendar of the first financial year, which determine when each OPEX line is billed and when penalties appear if something slips. The table assumes a calendar year ending 31 December.

Failure to file the annual accounts has measurable consequences: a fine graded by the Spanish Companies Act according to the size of the company, and closure of the company’s registry page once a year has elapsed from the year end, which blocks registration of most subsequent corporate acts.

How does this translate into a real case?

A worked example is more useful than a set of ranges. The following is an illustrative case built with market figures. It is not a specific client engagement and it is not a Euro Accounts price list.

Typical situation

Profile. German process engineering group, parent in Bavaria, consolidated turnover of 85 million euros. It decides to open a sales and technical service subsidiary in Madrid to serve the Iberian market, until then covered from Germany. It incorporates a Spanish limited company in March 2026 with 3,000 euros of capital and the parent as sole shareholder. First-year headcount: four people (a country manager and three engineers). First-year turnover: 1.4 million euros, mostly intra-group resale on a cost-plus basis. It does not cross the audit thresholds. Registered office in a business centre with a dedicated room.

Incorporation CAPEX. Name certificate 17 €. Deed of incorporation 620 €. Registration at the Madrid Commercial Registry 210 €. Apostille and sworn translation of three parent company documents (German commercial register extract, board resolution and power of attorney) 390 €. NIE numbers for two non-resident directors, including handling, 280 €. Notarial power of attorney for the country manager 180 €. Electronic representative certificate 25 €. Legal and tax structuring advice, including the upfront subsidiary or branch analysis and the design of the transfer pricing model, 1,400 €. Total CAPEX: 3,122 €, plus 3,000 € of share capital, which is a balance sheet contribution and not an expense.

First-year OPEX. Bookkeeping and periodic tax compliance 4,200 €. Year-end tax close and Form 200 900 €. Corporate secretarial work 1,100 €. Legalisation of books and filing of accounts 480 €. Payroll administration for four employees at 18 € per payslip per month, 864 €. Simplified transfer pricing documentation and form 232, 3,500 €. Registered office and services 1,680 €. Bank account maintenance 360 €. Total year-one OPEX: 13,084 €, excluding salaries and employer social security contributions, which are operating cost rather than administrative structure.

Reading of the case. CAPEX landed near the top of the standard range, and the reason was not the notary (620 €) but the block of foreign documentation and advice (2,250 €, or 72% of the total). OPEX overran on a single contingent line, transfer pricing documentation, which was missing from the original budget because nobody had anticipated that intra-group resale would trigger the obligation. It is exactly the pattern most Spanish entry business cases repeat.

Which costs are always left out of the budget?

Four, and all four share the same trait: they do not appear in incorporation guides because they materialise weeks or months after the deed is signed.

Opening the bank account

This is no longer a formality, it is a project. The customer due diligence requirements of Law 10/2010 on anti-money laundering oblige the bank to identify the ultimate beneficial owner along the whole ownership chain, which in a group with several holding layers means gathering and translating documents from two or three jurisdictions. Four to ten weeks is a realistic timeline, and the cost sits not in the charges but in the internal time spent assembling the file. The specific requirements and how to compress the process are set out in the guide to opening a corporate bank account.

The registered office

A Spanish company needs a real address at which to receive notifications from the tax authorities and the Commercial Registry, and that address is on the public record. Using an adviser’s or a third party’s address informally creates notification failures that end up as surcharges on late filings. Opting for corporate domiciliation in Madrid solves the point at a predictable cost and is the standard route while the subsidiary has no premises of its own.

Obligations that depend on third parties

Tax residence certificates from the parent, annual renewal of electronic signatures, updates to the beneficial ownership register, information returns whose threshold is crossed mid-year. None is expensive on its own. Together they add between 500 and 1,500 euros a year in administration that nobody budgeted.

Minimum substance

A subsidiary that exists only on paper is a subsidiary at risk. Maintaining human and material resources proportionate to the activity, with genuine decision-making capacity in Spain, carries a cost that has to be accepted at the design stage rather than when the tax enquiry arrives. Anyone planning to set up a company in Spain from abroad with the intention of running it entirely remotely from the parent should quantify that exposure before signing the deed, not afterwards.

So is a branch a cheaper option than a subsidiary?

On pure cost the gap is narrower than usually assumed, and on its own it never justifies the decision. The table compares the two structures on the items where they genuinely differ.

A few hundred euros saved at set-up does not compensate for the parent assuming unlimited liability for obligations incurred in Spain. A branch makes sense for short-horizon exploratory projects, or in sectors where regulation imposes it, not as a cost containment strategy.