Expand to Spain from Italy: routes, the SL, VAT and first steps

Spain bought 5.9% of everything Italy exported in 2025: Italy’s fourth market, after Germany, the United States and France. ISTAT and Agenzia ICE counted 26,291 Italian operators selling there. That’s roughly €38 billion of goods on our arithmetic, and the first quarter of 2026 added €9.3 billion, 1.8% less than a year before.

The paperwork is shifting as well: on 6 October 2026 Spain started the clock on mandatory B2B e-invoicing. Plan to expand to Spain, through a distributor or your own company? Read on for the routes in, the Sociedad Limitada, VAT, the 2022 startup law, who helps and a 90-day checklist. New to all this? Start from the beginner’s map, from zero to a first round.

Why Spain matters for Italian companies

It already buys widely from Italy. In the first quarter of 2026 machinery led with €1.13 billion, then pharmaceuticals (€798 million), motor vehicles (€742 million), chemicals (€741 million) and electronics (€730 million), by Agenzia ICE’s count on ISTAT data.

That cuts both ways: a Spanish buyer has probably met Italian suppliers already, so write down why you’re worth switching to. That’s the heart of your go-to-market plan, the page on who you sell to, how and at what price. Our new guide to building a go-to-market strategy walks through it; six questions for a market entry strategy tell you whether Spain should come first.

How to expand to Spain: distributor, agent, branch or SL?

Four routes, lightest first, as in our guides to entering the German market and expanding to the UK. Choose by how much control you want over prices and customers, and how much fixed cost you can carry.

Route	What it is	Legal and tax points	Suits
Distributor	Buys from you and resells in its own name, with its own stock and customers	No dedicated statute, but the Supreme Court has applied the agent’s clientele indemnity by analogy, on net margin	A fast start with little fixed cost
Commercial agent	An independent intermediary who promotes deals for you, or closes them in your name, for pay (Ley 12/1992, art. 1)	Notice of one month per year of contract, up to six; clientele indemnity of up to one year’s average pay	B2B sales you invoice from Italy
Branch (sucursal)	Part of your Italian company, with no legal personality of its own	Files with the Mercantile Registry; pays non-resident income tax under corporate tax rules; the parent answers for its debts	A local presence without a new company
Sociedad Limitada (SL)	A Spanish limited company you own	€1 minimum capital; notary deed and Mercantile Registry; corporate tax at 25%, or 15% in the first two profitable years	Hiring, holding stock, invoicing in Spain

Agents and distributors: the clientele indemnity

Spain’s agency law, Ley 12/1992, protects the agent who brought you new customers or grew sales to old ones. Still profiting from those customers when the contract ends? Then article 28 lets the agent claim a clientele indemnity, capped at their average yearly pay over the last five years (or the whole contract, if shorter), within a year.

Your agent in Valencia, say, earns €30,000 in commission in year one, then €36,000, €42,000, €45,000 and €47,000. Divide the total by five and the ceiling is €40,000. It’s a maximum, not an automatic bill, and an agent you dismiss for breach gets nothing (art. 30).

Distributors aren’t agents, but Spanish courts have extended the indemnity to some of them by analogy. In ruling 944/2023 the Supreme Court confirmed it’s calculated on the distributor’s average net profit, as in 2017, according to the law firm Cuatrecasas. Have a Spanish lawyer read either contract. Want to weigh the routes with someone? Our cross-border expansion service plans the entry with you.

How to open a company in Spain (SL), step by step

Spain’s version of the Italian SRL is the Sociedad de Responsabilidad Limitada. Since 19 October 2022, when the Crea y Crece law (Ley 18/2022) took effect, €1 of capital is enough to start one. The catch? Below €3,000, at least 20% of each year’s profit goes to the legal reserve until reserve and capital reach €3,000, and in a liquidation without enough assets the partners cover the gap jointly. ICEX’s English set-up page still quotes the old €3,000, so check dates.

Foreign partners need a Spanish number first. For people it’s the NIE, the foreigner’s identity number, which doubles as a tax number: ask the Spanish consulate where you live or, in Spain, an immigration office or police station. An Italian company joining as a partner requests a tax number (NIF) on form 036. It’s the mirror image of what a foreign founder does to open a company in Italy: numbers, then notary, then registry.

1. Get the NIE or NIF for each foreign partner.
2. Ask the Central Mercantile Registry to certify that your company name is free.
3. Request a provisional NIF for the company and open its bank account.
4. Deposit the capital and sign the deed before a Spanish notary.
5. File the deed with the provincial Mercantile Registry within two months. The SL exists once it’s registered.
6. Within a month, apply for the definitive NIF and file form D-1A, the foreign investment declaration (the notary can do it).
7. Register with Social Security before you hire.

Most of it can also run online through CIRCE, the state system for creating companies. One electronic form, the DUE, replaces more than 25, and the Ministry of Industry’s PAE portal puts the procedure at one to ten days, depending on whether you use standard bylaws. You log in with Cl@ve or an electronic certificate.

What does an SL pay once it’s trading? Corporate tax is 25%, or 15% in its first profitable year and the year after. If turnover stays under €1 million, it’s a micro-company, and in 2026 the rate is 19% on the first €50,000 of profit, 21% on anything above. Then there’s e-invoicing between businesses. It becomes compulsory on 6 October 2027 if your turnover tops €8 million; smaller companies get until 6 October 2028. VERI*FACTU-compliant invoicing software is due from 1 January 2027, though on 5 October 2026 the Ministry of Finance said it plans to push that to October 2028.

Spanish VAT for EU sellers: what to charge

The simplest start is to invoice from Italy. Goods sold to a Spanish business with a valid EU VAT number carry no VAT; B2B services work the same way, with the customer applying the reverse charge, so it accounts for Spanish VAT itself. The twist? A Spanish company gets an EU VAT number only by registering in the ROI, the register of intra-community operators. Check the number in the Commission’s VIES database and keep the result.

Selling online to Spanish consumers is different. Past the EU-wide €10,000 threshold for distance sales, Spanish VAT applies at 21%, 10% or 4%. No Spanish registration needed, though. Through the One-Stop Shop (OSS) you declare and pay from Italy, one return a quarter.

Spain’s startup law: what Ley 28/2022 offers

Spain’s law on emerging companies took effect on 23 December 2022. Its perks go only to certified startups. Who qualifies? A company under five years old, or seven in biotech, energy, industry and other strategic sectors. No merger or split behind it, no listing, never a dividend paid. Its seat, or a permanent establishment, must be in Spain, with 60% of staff on Spanish employment contracts and an innovative, scalable model. ENISA, the state-owned innovation company, decides within three months; silence counts as a yes.

The rewards: 15% corporate tax instead of 25% in the first profitable year and the three after it. Tax on the first two profitable years can be deferred by 12 and 6 months, without guarantees or interest, and there are no advance payments. Non-resident foreign investors need a NIF, issued within ten working days, not an NIE. With standard bylaws, CIRCE and capital under €3,100, notary and registry cost €60 and €40. The status ends at €10 million of turnover, after the five or seven years, or if a non-startup buys the company.

Can an Italian startup use it? Its Spanish SL can apply, but under article 3 a company in a group, as your subsidiary would be, qualifies only if the group or each company in it passes the same tests. With a team based mostly in Italy, the 60% rule bites. Ask a Spanish lawyer before the 15% goes into your plan.

Trade fairs and support: ICE Madrid, Italian chambers and SIMEST

Four dates for the diary, all in Barcelona. Closest is Smart City Expo World Congress, 3 to 5 November 2026. MWC Barcelona then fills Fira Gran Via from 1 to 4 March 2027. Automation, robotics, industrial AI? That’s Advanced Factories, 31 March to 2 April 2027. Food and drink producers can relax for a while: Alimentaria isn’t back until 20 to 23 March 2028.

Agenzia ICE’s Madrid office also covers Portugal; its desks include consumer goods, food and drink, industrial technology, and foreign investment, innovation and startups. Then there’s the Camera di Commercio e Industria Italiana per la Spagna. Around since 1914 and officially recognised by the Italian government, it has offices in Madrid, Valencia, Seville and Vigo. It can look for partners for you, pull lists of importers and distributors, set up B2B meetings, help you form a company and chase unpaid invoices. In Barcelona you’d deal with a different Italian chamber, one with delegations in Girona, the Balearic Islands and Andorra.

For money, SIMEST’s market-entry loan (Inserimento mercati esteri) can fund an office, showroom or shop in one foreign country, EU members included, for goods made in Italy or sold under an Italian brand. How much? At least €10,000. For an SME the ceiling is 35% of average revenue over its last two balance sheets, or €2.5 million if that’s lower. Repayment runs over six years, two of them a grace period, at 0.371%.

A slice, up to 10% and €100,000 at most, can be a grant. For that you need one of the circular’s criteria, such as exports worth 20% of turnover or more, or innovative startup status. Our guide to SIMEST financing covers the other lines, and the SIMEST and Smart&Start handbook (PDF and Excel, €89) sets out the documents, the steps and the mistakes that sink applications.

Checklist: your first 90 days in Spain

1. Week one: list twenty Spanish buyers to approach, and who supplies them today.
2. Decide on a route. One paragraph on why is enough.
3. Have the price list, technical sheets and contract put into Spanish. Then check with two buyers which certificates they’ll ask for.
4. Don’t sign the agency or distribution contract until a Spanish lawyer has been through indemnity, notice, territory and exclusivity.
5. Sort out VAT. Save a VIES check for every B2B customer, and use the OSS if you sell online to consumers.
6. Book one fair, and ask ICE Madrid or the Italian chamber for a partner search.
7. By day 90, check SIMEST before you spend and decide whether year one needs an SL, in which case the NIEs come first.

This article is general information, not legal or tax advice. Spanish and EU rules change, and some of the dates above may move: check the official sources, or ask a lawyer or tax adviser in both countries, before you sign or invoice.