Spain SL Incorporation (Individual Shareholders)

It depends on the jurisdiction. Some jurisdictions, or the banks involved, require each shareholder to pay its contribution from an account in its own name; others regulate only the account that receives the capital and the confirmation that proves the payment; and some have no capital verification at all. Check the rules that apply to the company before paying in any capital.

The Spanish government does not impose any nationality or identity restrictions on foreigners registering a Spanish company and does not require an EU resident to be a nominee director.

At least one shareholder is required to incorporate a Spanish company. This can be a natural person or a company. There are no requirements or limitations imposed by the government on the nationality or legal domicile of the shareholders of a Spanish company

A capital verification is required for the registration of a Spanish company. SRL Private Limited Liability Companies have a legal minimum registered capital of €1 (in practice, from €3,000), which must be fully paid up.

Yes, the registered capital must be remitted from the bank account in the name of the shareholders in proportion to their shareholdings to the provisional capital verification account of the Company.

The company's registered capital belongs to the company, not to its shareholders, so the shareholders cannot simply withdraw it after incorporation. The company may spend it on its business. Returning capital to the shareholders requires a procedure the applicable company law provides, such as a formal capital reduction, and profits can be paid out to them only as a lawful distribution.

For the AML / risk report that lawyers, banks and agents in Spain (and the EU) must produce, the client has to evidence that their activity generated income. A corporate income-tax settlement/liquidation certificate (in Spanish or English) is preferred. If no tax return is available, income can instead be evidenced through commercial contracts and invoices, or — as a last resort that carries higher risk — via a KYC form used as a sworn declaration.

Companies are advised to deposit their annual accounts at the Registro Mercantil every year after incorporation, to avoid a fine from the ICAC (Instituto de Contabilidad y Auditoría de Cuentas) and a block on new registry entries. This annual-accounts obligation is separate from the corporate income-tax return and from any statutory audit requirement.

A power of attorney authorising an agent to handle a Spanish company registration (and the associated personal tax-number application) must be notarised in Spanish and then legalised with a Hague apostille. A notarised power of attorney drawn up in another language (e.g. Chinese) with an apostille can be acceptable, but the document must also be translated into Spanish (or English).

Any individual holding more than 25% of the company, or controlling it by other means, must be declared as a beneficial owner (UBO). This is assessed by tracing the ownership chain through to the ultimate individual — including through a listed parent company. If a new financial report later shows that an individual crosses the 25% threshold, the UBO declaration must be corrected and supplementary supporting materials may be required. In Malta, where all the registered shareholders are individuals, none of whom acts as a trustee or in any other fiduciary capacity, no other individual owns or controls more than 25% of the company or otherwise controls it, and no senior managing official counts as beneficial owner, the register of members serves as the beneficial owners register and no separate UBO declaration is filed. In Malta, these rules do not apply to a company that is listed, or indirectly fully owned by a company that is listed, on a regulated market with disclosure requirements consistent with EU law or equivalent international standards.

Yes. To begin operating in Spain — for example to hire employees — the company needs a local (Spain-resident) person.

Yes. Spanish notaries (Notarios) generally do not treat foreign corporate documents as Spanish 'public documents', so they require a Hague apostille (legalisation) before the documents can be used in a Spanish corporate procedure — this applies even to documents issued in another EU/EEA country.

A POA requirement is not tied to the applicant's nationality. Incorporation in Portugal, Spain, Poland, Malta and Cyprus may not require a POA, but this ultimately depends on the lawyer/supplier handling the specific case.