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Start-up valuation: rigorous methodology for high-growth ecosystems

Independent valuation of start-ups and scale-ups in Spain for funding rounds, stock options, shareholder disputes, and tax planning. Methodologies specific to loss-making high-growth companies.

The problem

Valuing a start-up or scale-up is radically different from valuing a traditional company. Methodologies based on historical earnings or cash flows do not apply when the company has no profitability history, is growing at 100% annually, and its value is based on future expectations of market position. But this does not mean that the valuation is arbitrary: there are specific methodologies for start-ups — the venture capital comparables method, valuation by maturity stage, ARR multiples — that produce rigorous and defensible results if applied correctly.

Our solution

At BMC we carry out independent valuations of start-ups and scale-ups with methodologies adapted to the venture capital ecosystem: comparable round valuation, ARR or MRR multiples for SaaS, DCF with multiple scenarios, the Berkus method for pre-revenue start-ups, and growth option valuation. Our reports are used to negotiate funding rounds, resolve shareholder disputes, and provide support in stock option tax proceedings.

Process

How we do it

1

Business model and metrics analysis

We analyse the start-up's key metrics: ARR/MRR and their growth, NRR (Net Revenue Retention), CAC and LTV of clients, churn rate, gross margin, burn rate, and runway. These metrics are the foundation of any rigorous valuation of a technology business.

2

Methodology selection by stage

We apply the most appropriate methodology according to the company's stage of maturity: the Berkus method or scorecard valuation for pre-seed, venture capital round comparables for seed and Series A, ARR multiples for SaaS companies with recurring revenue, and DCF with multiple scenarios for companies with sufficient history.

3

Comparables and benchmarks analysis

We research recent funding rounds and valuations of comparable listed companies in the same market space. Comparables analysis provides the market reference range to cross-check the model-based valuation.

4

Report and negotiation support

We deliver the valuation report with the reasonable range across different scenarios, the methodology used, and the sensitivity analysis. We are available to defend the valuation before investors, the counterparty's advisers, or the tax authority.

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Valuing a start-up: rigorous methodology in an uncertain environment

Valuing a start-up is an exercise that combines rigorous analysis with an inevitable degree of judgement about the future. A start-up with no profitability history, an evolving business model, and competing in a market that may not exist in its current form in five years cannot be valued with the same instruments as a manufacturing company with thirty years of history.

But this does not mean the valuation is arbitrary. There are specific methodologies for each stage of maturity, updated market comparables from the most recent venture capital rounds, and sector benchmarks for the applicable multiples depending on the type of business, the growth rate, and the client retention profile.

At BMC we carry out valuations of start-ups and scale-ups with the methodological rigour that the venture capital market demands and the technical robustness needed to defend the report before demanding investors, shareholders with conflicting interests, or the tax authority.

Methodologies for each stage

The start-up’s stage of maturity determines the most appropriate methodology. For pre-revenue start-ups, the Berkus method or scorecard valuation are the most recognised: they assign value to the risk elements overcome (team, technology, market, business model, traction) to arrive at a valuation range comparable with similar start-ups that have received investment at the same stage.

For start-ups with recurring revenue (SaaS, marketplaces, subscriptions), ARR multiples are the market reference. The applicable multiple depends on the annual ARR growth rate, the NRR (whether existing clients spend more each year), the gross margin, and the efficiency of client acquisition (CAC/LTV ratio). A SaaS company growing at 100% annually with NRR above 120% and a gross margin of 80% can justify an ARR multiple far higher than one growing at 30% with high churn.

For scale-ups with sufficient history, DCF with multiple scenarios complements market comparables and provides a more complete view of the reasonable valuation range.

Stock options and taxation: the valuation as support

One of the situations where an independent start-up valuation is most needed is when the stock option plan is being designed. The exercise price of the options must equal or exceed the market value of the shareholdings at the time of grant for the options not to generate taxation at the point of award. The AEAT may challenge an exercise price it considers artificially low. An independent and documented valuation is the most robust technical support against an audit.

Shareholder disputes: valuation as arbiter

Disputes over the value of a start-up’s shareholdings — in a co-founder separation process, a forced buyout for vesting breach, or the exercise of a purchase option — require an independent valuation that neither party can dismiss as partial. Our reports are drafted to be understood both by the parties and by an arbitrator or judge, and explain the methodology and assumptions used with full transparency.

Request information about our business valuation service for your start-up.

FAQ

Frequently asked questions

For pre-revenue start-ups, the most commonly used methodologies are: the Berkus method (assigns a value to each risk element overcome: team, idea, prototype, initial clients, early traction); scorecard valuation (compares the start-up against the profile of those that have received investment at the same stage and adjusts the average valuation by the comparison); and the valuation implied by the last completed funding round. For pre-revenue start-ups, the valuation is fundamentally an estimate of the value of the option to become a high-value company in the future, which explains why two investors may have very different views of the same project.
ARR (Annual Recurring Revenue) is the annual recurring revenue of a SaaS company — the revenue expected to renew automatically each year. ARR multiples express the valuation of a company as a multiple of its ARR: for example, a SaaS company with €2 million ARR valued at €20 million is valued at 10x ARR. ARR multiples vary significantly depending on the sector, the growth rate (the higher the growth, the higher the multiple), the NRR, and the gross margin. At the peak of the venture capital market (2020–2021), ARR multiples for high-growth SaaS reached 50–100x; in 2023–2024, they have returned to more reasonable ranges of 5–20x.
Independent start-up valuations are needed in various situations: (1) funding rounds where the founders want a technical basis for the price negotiation; (2) stock option plans where the exercise price must be set and justified before the AEAT (a 409A-equivalent valuation); (3) disputes between co-founders where there are disagreements about the value of the shareholdings; (4) gifts or transfers of start-up shareholdings where the AEAT may challenge the declared value; (5) M&A where the buyer or seller wants an independent opinion of value.
A 409A valuation is an independent valuation of the fair market value of a US start-up's ordinary shares, required by US tax regulations to set the exercise price of stock options. There is no directly equivalent named requirement in Spain, but the AEAT may challenge the exercise price of options over shareholdings if it considers it does not reflect market value. An independent valuation using recognised methodologies (the same ones used in the US context) provides technical support against a potential AEAT audit into the taxation of the stock options.
Net Revenue Retention measures how much recurring revenue the company retains from existing customers over time, including expansions and upsells, minus churn and contractions. An NRR above 100% means existing customers spend more each year, compounding growth without additional acquisition cost — this is one of the most powerful valuation drivers for SaaS businesses. A SaaS company with 120% NRR will typically command a significantly higher ARR multiple than one with 90% NRR, all else being equal. In practice, investors in 2025–2026 are placing greater weight on NRR and gross retention than on top-line growth alone, reflecting the market's shift from growth-at-all-costs to efficient growth.
Spain's Ley de Startups (Law 28/2022, BOE-A-2022-7683) introduced several measures directly relevant to valuation and employee compensation. For stock options: the annual tax-free threshold for start-up employee stock options was increased to €50,000 (from €12,000), and taxation is deferred until the earlier of the sale of shares or IPO. This significantly improves the economics of equity compensation, which in turn affects how start-up valuations are structured and how option plans are priced for AEAT compliance purposes. For founders and investors, the Ley de Startups also introduced an improved regime for business angels and venture capital under qualifying ENISA-certified structures.

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