Startup Package Spain: SL in 15 days, investor-ready structure, 100% seed rounds closed

Incorporating a startup in Spain typically involves establishing a Sociedad Limitada (SL), the most common legal form for early-stage companies, with a minimum share capital of EUR 3,000 and registration at the Registro Mercantil. Since Law 28/2022 on Start-up Companies (the Startups Act) came into force, certified emerging companies (assessed by ENISA) benefit from a reduced 15% corporate income tax rate for the first four profitable years, a 50% income tax deduction for investors on amounts up to EUR 100,000 per year, and a deferred tax regime for employee stock options. The full incorporation process — from company name reservation to Commercial Registry filing — typically takes 15 to 20 working days in Spain.

Our Startup Package team has supported the launch of more than 150 companies. We know the most common founder mistakes and have designed the package to eliminate them from the outset — letting you focus on what really matters: building your product and growing.

Why early structural mistakes cost founders 3-10x more to fix later

Early-stage companies make structural decisions in their first weeks that they will live with for years. A sociedad limitada incorporated without a shareholders’ agreement that regulates founder exits generates litigious conflicts valued at tens of thousands of euros when a co-founder leaves in year one or two. A capitalisation table without anti-dilution clauses complicates subsequent funding rounds. IP developed by early employees without formal assignment agreements puts the startup’s most valuable asset at risk. And choosing the wrong tax regime in the first year generates unnecessary advance payments. Correcting these errors once the company is incorporated costs between three and ten times more than avoiding them from the start.

The regulatory environment for startups in Spain also changed materially with Law 28/2022 on Start-up Companies. Certified emerging companies benefit from a reduced 15% corporate income tax rate for the first four profitable financial years, investor deductions of 50% on investments up to EUR 100,000 per year, and a favourable regime for employee stock options that defers income tax until sale rather than exercise. ENISA certification is a prerequisite for all Law 28/2022 benefits and requires meeting specific innovation criteria assessed by ENISA.

Our startup incorporation and compliance methodology

Our professionals with specific startup experience — incorporations, shareholders’ agreements, Startups Act, seed rounds — accompany the founder from the first working session. The process begins with the analysis of the optimal structure: SL vs self-employed, holding requirement, tax regime for the first year, cap table structure for the seed round.

On that basis we manage the full incorporation in a typical 15 working days: company name reservation at the Commercial Registry, notarial deed, stamp duty settlement, and registration. In parallel we set up the tax registration (AEAT, IAE, quarterly VAT), the accounting system in Holded or A3, and draft the shareholders’ agreement with the vesting, drag-along, and tag-along clauses that professional investors expect to find. Basic GDPR compliance — privacy policy, legal notice, records of processing activities — is delivered in the same week as incorporation.

For companies with growth potential requiring external capital, we coordinate with our outsourced CFO practice so that the financial architecture accompanies the legal structure from the outset. For companies that also need monthly accounting as a base for their declarations, our team works in a coordinated way as part of the onboarding process. The protection of intellectual property is one of the most neglected areas in early stages — our intellectual property practice ensures that the startup’s intangible assets are documented and defensible from day one.

What our Startup Package includes

The service covers legal form and shareholder structure selection with tax advantage analysis under Law 28/2022, full SL incorporation (company name reservation, bespoke articles of association, notarial deed, Commercial Registry registration), AEAT and Social Security registrations, accounting system configuration and first-year tax calendar, shareholders’ agreement with vesting, liquidation preference, drag-along and tag-along clauses, first employment contracts with intellectual property rights assignment, and mandatory basic GDPR documentation. Unlimited queries during the first three months are included.

Real results from our Startup Package

Average SL incorporation with our Startup Package is completed in 15 working days from mandate. 100% of our startup clients have their first-year tax calendar delivered at the moment of incorporation, eliminating the surprises of the first quarters with the tax authority. Clients who used the Startup Package and sought external financing in the following 24 months closed their rounds without structural obstacles in 100% of cases. And for founders who took advantage of the Startups Act, the corporate tax saving during the first four years of profits has averaged between EUR 8,000 and EUR 25,000 depending on profit levels.

Frequently asked questions about starting a company in Spain

Choosing between self-employed status and a limited liability company is the first decision that shapes everything that follows. Below certain profit thresholds, self-employed status is simpler and more cost-effective; above them, the SL provides liability protection and greater flexibility for investors. The shareholders’ agreement is equally critical: the clauses that matter most are vesting schedules (to protect the company if a founder leaves early), pre-emption rights (to control who new investors are), and drag-along provisions (to ensure a majority can sell without a minority blocking the transaction). For technology companies and digital services, GDPR implementation is mandatory from day one and the AEPD applies it strictly — particularly for applications that collect or process user data at scale.