Startup lawyer in Barcelona — legal foundations from incorporation to Series A
Specialist startup lawyer in Barcelona. Company formation, shareholders agreements, vesting, investment rounds, IP protection and technology contracts in the 22@ and Catalan ecosystem.
Speak to a Barcelona startup lawyer- REAF
- ICAM
- 5 Offices in Spain
- 25+ Years
- 30+ Jurisdictions
The problem
Building a startup in Barcelona involves navigating a sequence of critical legal decisions at every stage of the company's development. Many founders underestimate the importance of getting the shareholders agreement right until a co-founder conflict makes the oversight catastrophically apparent. Others incorporate the company with a structure that is unsuitable for investors — articles of association without the flexibility provisions that venture capital terms sheets require — and discover the problem during the due diligence of a funding round. The legal terms of investment instruments — SAFEs, convertible notes, VC term sheets — are complex and asymmetric: investors negotiate these documents every day, while founders encounter them once or twice in a career. Intellectual property is another area where Barcelona tech startups frequently have gaps: code written by contractors without proper IP assignment clauses, unregistered trademarks, or privacy policies that do not comply with GDPR. These vulnerabilities are invisible until a funding round due diligence or an enforcement action makes them expensive.
Our solution
BMC provides specialist legal services for the Barcelona startup ecosystem, with a team experienced in the Ley de Startups 2023, founders' agreements, shareholders agreements conforming to Spanish VC market standards, equity compensation structures, investment instrument negotiation, intellectual property protection, and technology contracts. We have advised Barcelona startups from incorporation through seed and Series A rounds, and understand both the Spanish legal framework and the expectations of international VC investors active in the Catalan market.
How we do it
Company formation and optimal structure
We advise on the correct legal structure for your startup (SL vs. SA, advantages and limitations of each for investor entry and exit), draft articles of association with the provisions required by sophisticated investors (share class flexibility, drag-along and tag-along rights, pre-emption rights, reserved matters), and manage incorporation before the Barcelona Notary and registration in the Barcelona Commercial Registry.
Founders' shareholders agreement
We draft or review the founders' shareholders agreement (SHA): vesting schedules for all co-founders (typically four-year vesting with a one-year cliff), good leaver and bad leaver provisions, non-compete and non-solicitation covenants, conflict resolution mechanisms, first refusal and co-sale rights, and decision-making provisions that protect against minority or majority abuse. A well-drafted SHA prevents the majority of co-founder disputes before they arise.
Investment rounds: SAFEs, convertibles and equity
We prepare and negotiate investment documentation for pre-seed and seed rounds with angel investors: SAFEs (Simple Agreements for Future Equity), convertible notes and their conversion mechanics, and the key terms of the investment — valuation caps, discount rates, MFN provisions. For formal equity rounds (seed, Series A), we review and negotiate the investor's term sheet, the expanded shareholders agreement, and the amended articles of association — protecting founders' rights in a negotiation where the investor has significantly more experience.
IP protection and technology contracts
We register the startup's trademark in Spain (OEPM) and the EU (EUIPO), establish copyright protection for software under Spanish intellectual property law, manage IP assignment agreements with freelance developers and designers, ensure employment contracts contain appropriate IP assignment and confidentiality provisions, and draft customer-facing contracts: SaaS Terms of Service, SLAs, DPAs for GDPR compliance, and B2B Master Services Agreements.
We built our startup in Barcelona with three co-founders and no legal advice in year one. When we reached seed, the due diligence revealed that the IP assignment from our first developer was missing, our articles of association were not investor-ready, and we had no vesting agreement between us. BMC fixed all of it — fast, clean, and at a cost that reflected the size of our company. We closed our seed round two months later.
Startup lawyer in Barcelona: legal expertise at the pace of the ecosystem
Barcelona’s startup ecosystem moves fast, and the legal foundation of a company needs to be right from the start — not patched up retrospectively in the pressure of a funding round due diligence. BMC works with Barcelona founders from the earliest possible stage, building the legal infrastructure that will withstand scrutiny from investors, customers, and regulators as the company grows.
Our startup legal team has advised companies across the full range of sectors active in the Catalan tech ecosystem: SaaS, fintech, healthtech, edtech, marketplaces, climate tech, and B2B enterprise software. We understand the standard terms used by Spanish and European VC investors, and we negotiate from a position of genuine market knowledge on the founder’s behalf.
The Barcelona startup legal checklist
The most common legal issues we encounter when advising on seed-stage due diligence in Barcelona are:
- No shareholders agreement between co-founders — or one that was drafted without legal advice and lacks the provisions investors require
- IP not properly assigned — code written by freelancers under contracts that do not include IP assignment clauses, leaving the ownership of the core product unclear
- Unregistered trademark — the startup name is being used commercially without registration, creating risk from third-party claims
- GDPR non-compliance — a privacy policy that was copied from another website and does not accurately describe the company’s data processing activities
- Articles of association not investor-ready — standard off-the-shelf articles with no share class flexibility, no drag-along or tag-along rights, and no investor veto provisions
All of these issues are fixable — but they are significantly easier and cheaper to fix before a funding round than during one.
Equity compensation in Barcelona: tools and tax treatment
Barcelona startups compete for talent with Silicon Valley-scale ambitions on Spanish-scale budgets. Equity compensation — stock options, phantom shares, or direct restricted stock — is the mechanism that makes this competition possible. The Ley de Startups 2023 has significantly improved the tax treatment of employee stock options in Spain: qualifying options granted by a certified startup company are exempt from IRPF at grant and exercise up to €50,000 per year per employee, with tax deferred until the shares are sold. BMC designs equity compensation plans that use this regime correctly, ensuring both the company and its employees benefit from the full legal tax advantage.
Frequently asked questions
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