Incorporating an SL in Spain: CIRCE vs. bespoke incorporation
When it comes to incorporating a Spanish limited liability company (SL), there are two main routes: the CIRCE online system and the classic bespoke incorporation through a notary. Neither is inherently better — the right choice depends on the nature of your project.
The articles of association are the first serious legal document of any company. They deserve at least one honest question: what does this project actually need from day one?
What is CIRCE?
CIRCE is a Spanish government platform that allows entrepreneurs to incorporate an SL quickly and at lower external cost — approximately 200 € in external fees. It uses standardised template articles of association. For simple, single-shareholder structures, it can be exactly what you need.
What is bespoke incorporation?
A bespoke incorporation involves drafting articles of association tailored to your specific project — the shareholder structure, management body, transfer restrictions, voting thresholds, and coordination with any shareholders' agreement. External costs are approximately 600 € (notary, Companies Registry, and associated fees), with possible additional costs for apostilles, certified translations, or notarised powers of attorney if there are foreign shareholders or non-resident directors.
Which option suits your project?
Consider CIRCE if: you are setting up a simple single-member SL with no immediate investors and no complex shareholder arrangements.
Consider bespoke incorporation if: there are two or more founders, a shareholders' agreement is planned, investors are expected, there are foreign shareholders or non-resident directors, or the company will be the main vehicle for a scaling startup.
The real cost is not just what incorporation costs. It is also what it costs to undo a poorly structured company later.
Frequently asked questions
Can I use CIRCE if I have two shareholders?
Technically yes, but if the shareholder relationship has any complexity — different roles, a planned shareholders' agreement, or future investors — bespoke incorporation is generally more appropriate. CIRCE's template articles are not designed for complex multi-shareholder situations.
Do I need a shareholders' agreement when incorporating?
It is not legally required, but it is strongly advisable for any project with more than one shareholder. The shareholders' agreement covers matters the articles often do not — such as exit valuation, drag-along and tag-along rights, non-compete obligations, and dedication commitments. Ideally, the agreement and the articles should be designed together, not independently.
Not sure which option fits your project?
At Satya Legal we can review your situation and advise clearly on whether CIRCE is sufficient or whether a bespoke incorporation makes more sense for your project.
Get in touch — tell us about your project
