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.

Launching a business in Spain: the complete framework

The startup package from BMC is designed for entrepreneurs and international investors establishing a business in Spain — whether a technology startup, a professional services firm, a trading company, or a Spanish subsidiary of an international group. Spain has progressively improved its business establishment environment, and the 2023 Startup Law (Ley 28/2022) has introduced specific improvements for innovative startups: a reduced 15% IS rate for the first four profitable years, enhanced employee equity incentives, administrative simplifications, and a dedicated startup visa for international founders.

Understanding which legal form, fiscal regime, and compliance framework applies from day one — and structuring the entity correctly from the outset — avoids the expensive restructuring that is frequently required when businesses are established without adequate planning.

Choosing the right legal form

The most common legal forms for new businesses in Spain are:

Sociedad de Responsabilidad Limitada (SL): the standard limited liability company for SMEs. Minimum capital EUR 3,000 (formally reduced to EUR 1 under the Ley Crea y Crece simplification, though procedural implementation has been progressive), unlimited duration, transferable participaciones, and management flexibility. The SL is the default choice for most new businesses.

Sociedad Anónima (SA): required for listed companies; sometimes preferred for businesses with multiple external shareholders due to the greater flexibility in share transfer and capital structure. Minimum capital EUR 60,000. In practice, most startup and SME formations use the SL.

Sociedad Limitada de Formación Sucesiva (SLFS): an SL variant for businesses that cannot meet the EUR 3,000 minimum capital requirement at formation, with specific restrictions during the period until capital is fully funded. Rarely used in practice.

Autónomo (freelance/self-employed): not a separate legal entity — the individual trades in their own name. Appropriate for individuals beginning professional or commercial activities at a small scale, but lacks the limited liability protection of a company form and may be less tax-efficient at higher income levels.

For international groups establishing Spanish subsidiaries, the sucursal (branch) is an alternative to a separate subsidiary — but carries Spanish IS and registration obligations for the parent and may be less commercially appropriate than a dedicated subsidiary.

Company formation: the process and timeline

Spanish company formation involves:

1. NIE (Número de Identificación de Extranjero): required for all non-Spanish shareholders, directors, and beneficial owners. Obtained from a Spanish Consulate (overseas) or directly from Extranjería (in Spain).
2. Company name reservation: certificate of non-existence of identical name from the Registro Mercantil Central. Valid 15 days.
3. Notarisation (escritura de constitución): public deed before a notary, incorporating the estatutos sociales (articles of association) and shareholder contributions.
4. Tax registration: application for CIF (Código de Identificación Fiscal), registration in the AEAT census (Censo de Empresarios, Profesionales y Retenedores), and IAE (economic activity registration).
5. Registro Mercantil inscription: filing the constitution deed for inscription, which takes approximately 15-30 days.
6. Social Security registration: registration as an employer with the TGSS (Tesorería General de la Seguridad Social) and registration of each employee/director as appropriate.

The standard timeline from commencement to a fully operational and registered entity is approximately three to six weeks, depending on NIE availability and Registro Mercantil processing times.

Startup Law benefits: qualification and compliance

To qualify for Startup Law (Ley 28/2022) benefits — including the 15% IS rate, enhanced employee equity tax treatment, and Ley Beckham digital nomad provisions — companies must obtain recognition from ENISA (Empresa Nacional de Innovación) as a qualifying empresa emergente. The requirements include: maximum age of five years (seven for biotechnology, energy, or industrial sectors), not yet distributing dividends or listed, and development of an innovative product or service with a scalable business model.

Our startup package includes the ENISA qualification application alongside the entity formation process.

For founders who want everything in one fixed fee, see our Startup Launch bundle — it combines entity formation, first-year accounting, tax registration, and employment contracts.

Contact our startup advisory team for a formation package consultation.

Common structural mistakes to avoid in Spanish startups

Experience from over 150 startup incorporations reveals a consistent pattern of costly mistakes made in the first months of a company’s life. The most frequent and consequential are:

Founding team equity without vesting. Many Spanish startups distribute equity equally among founding partners without vesting mechanisms. When a co-founder leaves in year one — a common event — they retain their full equity stake with no contribution going forward, creating a misalignment that founders’ disagreements can make impossible to resolve. A standard vesting schedule of four years with a one-year cliff (25% vesting at month 12, then monthly vesting for the remaining 75%) is the minimum protection that professional investors expect to find in a startup’s cap table.

No shareholders’ agreement at incorporation. Many startups rely solely on the estatutos sociales (articles of association), which under the Companies Act (TRLSC) provide only the minimum statutory protections. A shareholders’ agreement drafted at incorporation adds drag-along provisions (ensuring a majority can force a full sale), tag-along rights (protecting minority shareholders in a partial sale), pre-emption rights on transfers, deadlock resolution mechanisms, and non-compete obligations. These provisions are critical and cannot be effectively added after the fact when a dispute has already arisen.

Misclassification of working founders. The regime for founders who work actively in the company — whether as employees in the general social security regime or as autonomous workers in the RETA — has significant tax and employment implications. The choice between regimes depends on the stake held, whether the activity constitutes management, and the applicable social security law interpretation. Incorrect classification creates retrospective social security and income tax obligations that compound over the years with late payment interest and surcharges.

Delayed IP formalisation. Software, algorithms, datasets and business processes developed by the founding team before the company is incorporated are not automatically owned by the company. Formal assignment agreements, documented and signed before the company begins commercial activity, are required to ensure the company owns what it needs to operate and fundraise. Many startups that have received funding discover during due diligence that their core IP is not legally owned by the company — a discovery that can delay or kill a financing round.

The fundraising-ready structure: what investors look for

International venture capital investors and professional business angels have standardised due diligence processes that examine the same legal and corporate issues in every deal. The companies that close rounds fastest are those that have resolved these issues in advance, rather than discovering them during the due diligence process with a term sheet already signed.

Investors examine: (1) cap table clarity — who owns what, with what vesting schedule, and whether all equity has been properly issued and documented; (2) IP ownership — formal assignment of all relevant IP to the company, including pre-incorporation IP; (3) employment documentation — signed confidentiality, non-compete and IP assignment clauses for all employees; (4) clean corporate records — minutes book, shareholders register and annual accounts properly maintained; (5) absence of material undisclosed liabilities — tax, social security, contractual or employment; and (6) a shareholders’ agreement with the standard protection mechanisms that professional investors expect.

Our Startup Package is designed to ensure that at the completion of the onboarding, the company meets all six criteria. For companies preparing for a specific fundraising process, we coordinate our legal advisory with our outsourced CFO practice to produce the financial model and data room documentation that investors require alongside the legal due diligence package.