Fintech Startup Spain: Legal & Tax Setup Case Study | BMC

Client Background

Four professionals from the finance and technology sectors had spent several months validating a business model in the B2B digital payments market. One founder had built the technical architecture, another had deep knowledge of the payments regulatory landscape from a prior role at a payment institution, the third brought a network of potential enterprise clients, and the fourth had operational experience running early-stage companies. Together they had a differentiated product, a pilot client willing to sign a letter of intent, and a credible path to first revenue within six months.

What they did not have was the legal and operational infrastructure to move forward. They had been operating in an informal pre-incorporation state — conducting client conversations and development work without any structure that protected individual contributions or formalised the relationship between them. One founder had already invested six months of full-time work writing code, while others had contributed less time. The equity question was open, the governance question was open, and the regulatory question — whether the payment services they intended to offer would require a licence — was something they had heard conflicting opinions about.

The Challenge

The founders faced a set of interrelated decisions that could not be addressed sequentially because time was a constraint. The pilot client expected a signed contract within three weeks, which required an incorporated entity with a bank account. But rushing the incorporation without properly formalising the founders’ agreement risked creating a structure that would be difficult or impossible to fix later without triggering tax consequences or founder conflict.

In parallel, the four founders had different informal expectations about equity allocation and governance that needed to be resolved before any investor conversation could be credible. And the regulatory question — specifically, whether their planned payment initiation and account information services required a payment institution licence and what the timeline implications were for fundraising — was a material uncertainty that affected both the business model and the investment narrative.

Our Approach

We began with a three-hour diagnostic session mapping the business plan in detail, each founder’s role and contribution to date, their expectations about governance and equity, and the specific payment services they intended to offer. From this diagnostic we identified the decisions that needed to be made before incorporation and those that could be addressed afterwards.

For the corporate structure, we proposed a private limited company (SL) with four shareholders at 25% each, combined with a four-year vesting mechanism with a one-year cliff for all founders. This structure protected the company and each shareholder if any of them exited in the early years, while treating all four founders equitably at inception — an important signal for early investor conversations. We drafted the shareholders’ agreement covering, in addition to vesting: pre-emption rights on share transfers, drag-along and tag-along mechanisms for exit scenarios, conditions and process for investor entry, reserved matters requiring unanimous consent, and the approved equity pool for future employee option grants.

We managed the notarial incorporation using the express sociedad limitada procedure, the Commercial Registry inscription, the business bank account opening (coordinating directly with the bank to streamline the compliance process), and all fiscal registrations simultaneously. Our regulatory team conducted a pre-assessment of the projected payment services to map the applicable regulatory framework under PSD2.

Results

The company was incorporated and registered in the Commercial Registry in six business days. The bank account was operational on day ten. All four founders signed the shareholders’ agreement before incorporation, having had full visibility into all the mechanisms and their practical implications — no clauses were signed without being understood.

The regulatory pre-assessment report identified three options for the launch phase: operating as an agent of an already-authorised payment institution (fastest route, approximately two to three months to regulatory operability, no own licence required), applying for a limited payment institution licence (approximately eighteen months from application), or a full payment institution licence (twenty-four to thirty months). The founders chose the agent route for the launch phase, allowing them to achieve market entry and generate initial revenue while the full licence application was assessed as a parallel track.

The founders presented the regulatory roadmap — structured as a clear decision tree with timelines and cost implications for each option — to their first prospective investors in the weeks following incorporation. Two seed investors cited the clarity of the regulatory strategy as a factor in their decision to enter the round.

Key Takeaways

For technology startups in regulated sectors, the biggest risk in the early stage is not the regulatory complexity itself — it is making structural decisions before the regulatory implications are understood. In digital payments, operating under an agent model while the full licence path is evaluated is standard practice and entirely viable. What is not viable is either ignoring the licensing question or assuming it takes precedence over getting to market. The diagnostic session that maps both the business structure and the regulatory requirements simultaneously is where those trade-offs become explicit and manageable.