Setting up a business and incorporating companies

Starting a business is not just about registering an activity or signing incorporation deeds. It is a decision that affects your taxation, how you get paid, your personal liability, your obligations, and how your project will grow.
That is why, when someone wants to set up a company, we don’t stop at the paperwork. We help you do something much more important: start correctly.
Because a poorly designed structure at the beginning often becomes expensive later on:

• you pay incorrectly;
• you document things poorly;
• you mix personal and business risks;
• or you end up having to restructure everything just a few months later.

Public guidance for entrepreneurs and businesses consistently highlights that, before starting a company, it is essential to plan the activity, assess risks, evaluate financial capacity, and analyse the project’s viability.

Starting well saves you a lot of money and a lot of mistakes later on

Many people start a business thinking only about “registering a company” or “becoming self-employed”. That is just scratching the surface.
What really matters is something else:

• which legal structure suits you best;
• how it affects you tax-wise;
• what organisational structure you need;
• what capital, partners, or management setup you will have;
• and how to properly define the rules from the very beginning.

Official business guidance for SMEs emphasises that setting up a company should be approached with a long-term, comprehensive plan, including activity, risks, and financial capacity.

I want to know how to start properly

Self-employed or limited company: it is not always the same choice

This is one of the most important decisions at the start of a business.
A limited liability company is not always the best option, and neither is starting as self-employed in every case. It depends on:

• the type of activity;
• the level of business risk;
• expected turnover;
• whether you will have partners;
• whether you plan to hire staff;
• and the tax strategy that makes the most sense for your situation.

That is why, before setting anything up, it is important to properly assess the decision. Not to delay starting, but to avoid building on the wrong foundation.

I want to know whether I should register as self-employed or set up a company

Incorporating a limited liability company: real steps and formalities

The Spanish Companies Act (Law on Capital Companies) establishes that a company must be incorporated through a public deed and registered with the Commercial Registry, and that incorporation deeds cannot be authorised if the share capital is below the legal minimum.
In addition, the public business creation platform summarises the process in clear steps:

• reservation of the company name;
• payment of share capital;
• use of the CIRCE / PAE system;
• public deed before a notary;
• temporary tax identification number (provisional NIF);
• and final registration and start of activity.

Practical takeaway: setting up a limited company is not difficult if done in an organised way, but it does involve several steps that need to be properly coordinated.

Company name, bylaws and structure: this is where order begins

Many early-stage mistakes do not appear in dealings with the Tax Agency or the bank. They appear in the company name, in poorly adapted standard bylaws, or in a corporate structure designed too quickly.
The Spanish Central Commercial Registry (Registro Mercantil Central) allows the consultation and request of a company name certificate online and clarifies that prior name availability checks do not guarantee the final legal registration approval.

In addition, Royal Decree 421/2015 regulates standard bylaws and simplified incorporation deeds for limited liability companies, showing that this stage is not a mere formality but a key part of the incorporation process.

This is where doing things properly matters most:

• company name;
• corporate purpose;
• management structure;
• shareholders;
• shareholding structure;
• governance rules;
• and long-term planning.

I want to review bylaws and company structure

CIRCE, PAE and online incorporation: what actually speeds things up

The CIRCE system is the public electronic platform used to incorporate and close companies, as well as to process self-employment registrations and deregistrations in a unified way. There is also the PAE (Entrepreneur Service Point), and the official platform explains that it allows the creation of, among others, limited liability companies and sole traders.

This does make the process faster. However, what really matters is not only speed. What matters is that the decisions made beforehand are well thought out:

• legal structure;
• shareholders;
• bylaws;
• tax implications;
• and operational structure.

Because a very fast incorporation that is poorly planned is still a poor start.

Catalan Limited Cooperative Companies (SCCL): a structure that can fit many projects very well

Not every business has to start as self-employed or as a standard limited company. In many projects, especially those with a team-based structure, genuine collaboration, real participation from members, or a desire to build a more stable and balanced company, a Catalan Limited Cooperative Company (Sociedad Cooperativa Catalana Limitada – SCCL) can be a very powerful option.

The Catalan Government recognises the cooperative company as a legal form with liability towards third parties that can be either limited or unlimited, and explicitly states that when liability is limited, the name must include “Sociedad Cooperativa Catalana Limitada (SCCL)”. In addition, Law 12/2015 on Cooperatives in Catalonia is the main legal framework governing their operation.
Why can it fit so well?
Because it combines several advantages: a more participatory business model, a structure especially suited to projects where members’ work is central, and a specific tax regime for cooperatives established under Law 20/1990 on the Tax Regime of Cooperatives. In worker cooperatives, there are also relevant particularities in Social Security, historically recognised in official cooperative regulations and guidance.

Practical takeaway: an SCCL is not a niche or marginal structure. When properly designed, it can be a very strong option for business, professional, and service projects because it combines enterprise, participation, stability, and its own legal and tax framework. If you are considering starting a business and do not want to limit yourself to choosing between self-employment or a limited company, we can also help you assess whether an SCCL fits your project like a glove.

I want to know if an SCCL fits my project

How we handle the setup of your business

1. We understand the project
A sole trader business is not the same as a multi-partner company, a service-based SME, or an activity with higher risk and employees.

2. We help you choose the right structure
Self-employed, limited company, partners, management, taxation, and legal obligations.

3. We organise the documentation
Company name, bylaws, deed of incorporation, registration, and setup process.

4. We also think about what comes next
We don’t just create the company. We make sure it is properly structured so it can perform better afterwards.

5. We support you in the real launch
Taxation, accounting, payroll, compliance, and structure so you are not left alone once the company is incorporated.

What documentation do we need?

If you already have it, it is useful to gather:

• personal details of the partner or partners;
• a clear description of the business activity;
• a proposed company name or denomination;
• registered office address;
• information about shareholders, ownership percentages, and management structure;
• a basic forecast of how the business will operate and its initial tax and labour needs.

If you don’t have everything, that’s not a problem. We’ll tell you what is truly needed and which decisions should be made before starting the formal process.

If you are starting a business, it is better to do it properly from day one

Starting a company should not just mean opening a legal structure. It should mean launching a project with a legal, tax, and organisational foundation that helps you grow better and avoid costly mistakes.

Request an initial assessment to set up your business