For a Russian company, entering the Spanish market is not held back by registering a legal entity — that costs about two thousand euros and takes three weeks. It is held back by three other things: a bank willing to open an account, investment authorisation if the sector is sensitive, and a tax regime that is chosen once and is expensive to change later.
This article is a working map for decision-makers: what forms of presence exist, what each costs, where the sanctions boundaries lie, which tax rates apply in 2026 and what the startup law offers.
Four forms of presence
| Form | Who it suits | Minimum capital | Liability |
|---|---|---|---|
| S.L., sociedad limitada | the main choice: your own company from scratch or a subsidiary | from €1 | limited to the contribution, with the caveat below |
| S.A., sociedad anónima | large projects, plans for a public listing | €60,000 | limited to the contribution |
| Sucursal, branch | an extension of the Russian legal entity in Spain | not required | the parent company is liable for obligations |
| Autónomo | a founder working alone, with no employees | not required | personal, with all assets |
A branch looks simpler and is almost always worse. It does not create a separate legal entity: the Russian parent company is liable for its debts, and its link to Russia is visible in the register and comes up at every bank check. For a Russian-owned company this is the worst option precisely where it matters most to look like a European structure.
The autónomo (self-employed) form works while the founder is on their own. The registration procedure is covered step by step: how to register as autónomo in Spain. A general overview of business forms and popular sectors is in the article business in Spain. A step-by-step guide to one sector with all its permits: how to open a café in Spain.
Capital from one euro: what lies behind it
Since October 2022 the minimum capital of an S.L. has been one euro instead of the previous three thousand. But until the capital reaches €3,000, two rules apply that are usually not mentioned.
- At least 20% of profit goes into a mandatory reserve — until the reserve plus the capital reaches €3,000.
- On liquidation, members are jointly and severally liable for the difference between €3,000 and the subscribed capital if the company’s assets are not enough to cover its debts.
So a “one-euro company” means three thousand deferred, not saved. The practical conclusion: unless the project is a test, pay in €3,000 straight away and free yourself from both restrictions.
Company taxes in 2026
The corporate income tax rate depends on the company’s turnover and age. A transitional scale applies in 2025–2028, so this year’s figures differ from both last year’s and future ones.
| Who | Rate in 2026 |
|---|---|
| General rate | 25% |
| Previous year’s turnover under €1 million | 19% on the first €50,000 of the tax base, 21% on the rest |
| Small companies, turnover up to €10 million | 23% (22% in 2027, 21% in 2028) |
| New companies with genuine activity | 15% in the first profitable year and the next |
| Companies with “empresa emergente” (startup) status | 15% in the first profitable year and the following three |
Reduced rates do not apply to “asset-holding” companies — those holding more than half of their assets in property not used in the business. The scheme of “buying property through a Spanish company and paying 15%” does not work.
On top of corporate income tax, the company handles VAT: quarterly returns, an annual summary and, when working with EU clients, a separate number and a separate report. How it works is explained in the article on the VAT number.
“Empresa emergente” status: who gets it and what it gives
Startup Law 28/2022 introduced a separate status. It is not automatic: the state agency ENISA confirms it, and the company must meet all the conditions at once.
- no more than five years since the articles were entered in the Mercantile Register; for biotech, energy, industry and other strategic sectors — seven years;
- not created by a merger, split or conversion of companies that are not startups themselves;
- has not distributed dividends;
- not listed on a regulated market;
- registered office or permanent establishment in Spain;
- at least 60% of staff on Spanish employment contracts;
- the project is innovative with a scalable model — ENISA assesses this.
The main tax benefit of the status is 15% instead of 25% in the first profitable year and the following three. For comparison, an ordinary new company gets the same rate for only two years.
Funding for the same profile is available through a state line of unsecured loans, covered separately: ENISA funding. Other support programmes are collected in our overview of business grants in Spain. Grantomat helps you keep track of calls: it checks them five times a day and sends a notification when a suitable programme appears.
Foreign investment authorisation
This is where timelines most often collapse, because people find out about it after signing the documents.
The rule. The liberalised investment regime is suspended for foreign direct investment if the investor acquires 10% or more of the capital of a Spanish company or control over it, and the investor is resident in a country outside the EU and the European Free Trade Association. The rule also applies to European companies if an ultimate beneficial owner from outside the EU holds more than 25% of the capital or voting rights.
Sectors requiring prior authorisation: critical infrastructure; critical and dual-use technologies — expressly named are telecommunications, artificial intelligence, robotics, semiconductors, cybersecurity, aerospace, defence, energy storage, quantum and nuclear technologies, nanotechnology, biotechnology and advanced materials; supply of key resources, including energy and food security; access to sensitive data, including personal data; and the media. Separately, cases where the investor is controlled by the government of a non-EU country.
The exception that saves most startups. For some of these sectors no authorisation is needed if the target company’s turnover in the last closed financial year did not exceed €5 million — provided its technologies were not developed under programmes of special interest to Spain. For electronic communications operators and a number of other cases, authorisation is required regardless of turnover.
Regardless of authorisation, the investment is declared to the Investment Register. Intra-group loans to a Spanish company or branch are also declared if the amount exceeds €1 million and the repayment term is longer than a year.
Sanctions boundaries and the bank
It is important to separate three different prohibitions that tend to merge into one in conversation.
- Deposits. A European bank is prohibited from accepting deposits over €100,000 from Russian nationals, individuals residing in Russia and legal entities established in Russia. The exception is those who hold citizenship of an EU or EEA country or Switzerland, or a residence permit in such a country. The legal basis is EU Regulation 833/2014, Article 5b.
- Services to Russian legal entities. The same regulation prohibits providing a number of services to companies established in Russia: accounting and auditing, tax consulting, management and business consulting, public relations and, under later packages, IT and legal advice. That is exactly why a Spanish gestor (accounting and administrative adviser) will not take on a Russian legal entity directly as a client.
- A bank refusing without giving a reason. This is not a sanction but internal policy. A bank may decline to open an account and does not have to explain why, and refusals for Russian-owned companies are widespread.
What this means in practice. A structure in which a Spanish S.L. is directly owned by a Russian legal entity creates problems at every step: the account, services, payments. A structure in which the founders are individuals with a European residence permit goes much more smoothly. This is not a sanctions-evasion scheme but a different set of facts, and it must be genuine: a sham nominee owner is a criminal matter, not optimisation.
The procedure for opening an account and banks’ requirements are covered separately: how to open a bank account in Spain.
People: the founder and the team
You can register a company without living in Spain. But you cannot run it from inside the country without a status, and without someone on the ground neither the bank, nor the lease, nor hiring gets sorted.
| Who | Basis |
|---|---|
| Founder of an innovative project | entrepreneur visa, decided by the same body that assesses startups |
| Founder of an ordinary business | self-employment residence permit, cuenta propia, with a business plan and proof of funds |
| Someone working remotely for foreign clients | digital nomad residence permit |
| Hired specialists | work residence permit; for skilled professionals, the fast-track procedure for large companies |
All the grounds with their conditions and timelines are collected in our overview of Spanish residence permits. A separate topic is the tax regime for incoming executives: the Beckham Law gives a flat rate instead of the progressive scale in the first years.
What it costs and how long it takes
| Item | Order of magnitude |
|---|---|
| Name reservation | about €20 |
| Notary | from €150 for standard articles |
| Mercantile Register | from €100 |
| Share capital | from €1, sensibly €3,000 |
| Legal support for registration | usually €1,000–2,000 |
| Accounting services | from €80–150 a month |
| Time for the paperwork | about three weeks |
| Time including the bank | cannot be predicted |
The fee figures are a guide: notary and registry charges depend on the capital and the length of the articles. Government fees, sworn translations and apostilles are counted separately.
Seven costly mistakes
- Opening a branch instead of a company. Saving on capital turns into liability for the parent entity and a visible link to Russia in the register.
- Signing the deal before investment authorisation. In sensitive sectors authorisation is requested in advance, not retrospectively.
- Relying on the bank’s timing. Planning a launch on the assumption that the account takes a week is the most common reason for broken commitments to investors.
- Treating a “one-euro company” as free. The reserve and joint liability up to €3,000 do not go away.
- Forgetting the EU VAT number. Without it, invoices to European clients are issued with Spanish VAT at 21%.
- Expecting startup status automatically. The agency confirms it, and all conditions are checked at once, including the share of staff on Spanish contracts.
- Building the structure around a tax break rather than the business. Asset-holding companies are expressly excluded from the reduced rates by law.
Frequently asked questions
Can a Russian company own a Spanish one?
Legally yes, there is no direct ban. In practice such a structure runs into problems with banking and with the ban on providing consulting and accounting services to Russian legal entities. Decisions are made on the specific ownership chain, not on a general rule.
Do you need to live in Spain to own a company?
No. You can own one without a residence permit. But to work in the company and manage it from inside the country, you need a status.
How long does registration take?
The paperwork takes about three weeks. The overall timeline depends on the bank and, if the sector is sensitive, on investment authorisation, which takes months to process.
What is the corporate income tax rate?
The general rate is 25%. With turnover under €1 million — 19% on the first €50,000 of the tax base and 21% on the rest. A new company pays 15% in its first profitable year and the next; a company with startup status in its first profitable year and the following three.
Do you have to hire staff in Spain?
For an ordinary company, no. For startup status, yes: at least 60% of staff must be on Spanish employment contracts.
Can you register a company remotely?
Yes, through a power of attorney for a representative. But each founder still needs an NIE, and the bank almost always requires an in-person meeting with at least one of them.
Official sources
- Companies Act — Article 4: capital from €1, reserve and joint liability up to €3,000
- Corporate Income Tax Act — Article 29 and the transitional provision on 2025–2028 rates
- Startup Law 28/2022 — Article 3 with the status conditions and Article 7 with the 15% rate
- Law 19/2003 — Article 7 bis on suspending the liberalised regime for foreign direct investment
- Royal Decree 571/2023 — the €5 million turnover exception and the obligation to declare investments
- EU Regulation 833/2014 — Article 5b on deposits and Article 5n on services
This article is for information only and does not replace legal or tax advice. Tax rates change under the transitional scale until 2028, and sanctions restrictions are revised in packages: check them as of the date of your decision.
- Four forms of presence
- Capital from one euro: what lies behind it
- Company taxes in 2026
- “Empresa emergente” status: who gets it and what it gives
- Foreign investment authorisation
- Sanctions boundaries and the bank
- People: the founder and the team
- What it costs and how long it takes
- Seven costly mistakes
- Frequently asked questions
- Official sources
