Tech founder moving to Spain — Startup Act, Beckham Law and ZEC Canary Islands 4% CIT

Spain’s Law 28/2022 of 21 December on the promotion of the start-up company ecosystem — known as the Startup Act — transformed the fiscal and regulatory framework for tech founders who decide to operate from Spain. Combined with the Beckham regime (art. 93 LIRPF), the Special Canary Zone (ZEC, 4% CIT) and public financing through ENISA and CDTI, Spain today offers a competitive environment that few other OECD countries can match for early-stage startups.

This guide provides a deep analysis of each of these mechanisms, their interaction, access requirements and the most common planning mistakes — with quantified examples and precise references to current legislation (BOE-A-2022-21739, Royal Legislative Decree 4/2004, Law 19/1994).

Regulatory framework: what Law 28/2022 changed

Before the Startup Act, a tech founder relocating to Spain faced a discouraging tax landscape: 25% CIT from the first euro of profit, progressive personal income tax, and a Beckham regime whose reduced rate applied only up to €600,000 of income, with the excess taxed at 47% — in practice reaching mainly elite athletes and top executives.

Law 28/2022 (BOE-A-2022-21739) changed the landscape on five axes:

1. 15% CIT extended to 4 years for ENISA-certified startups (amendment to art. 29 CIT Law).
2. Beckham minimum threshold eliminated and extended to remote work and entrepreneurs (art. 93 LIRPF).
3. Stock option exemption of up to €100,000 per employee annually for certified startups (art. 17.2.b LIRPF).
4. Simplified incorporation for SLNE in 5 days and without notary for minimum-capital SL (reform of Law 2/2007 and Law 14/2013).
5. Special contribution regime for industrial partners and founders in RETA.

Beckham Law for tech founders: eligible or not?

The most asked — and most poorly answered — question

The doubt every founder has: Can I access the Beckham regime if I’m the main shareholder of my startup?

The answer is not automatically, but yes in many correctly designed structures.

Article 93.1.b.2) LIRPF restricts the administrator route by shareholding only where the company is a wealth-holding entity (entidad patrimonial, art. 5.2 CIT Law). In that case the administrator must stay below the 25% related-party threshold of article 18 CIT Law. Where the company is a trading company, no cap applies. Therefore:

• Solo founder with 100% of the SL, acting as sole administrator: CANNOT access Beckham.
• Co-founder with 30% of the SL, acting as CEO employee (not formal administrator) of the Spanish subsidiary of a foreign holding in which they also hold 30%: depends on the holding structure and whether art. 18 CIT applies at the holding level. Prior DGT binding ruling essential.
• Founder entering as salaried Technical Director (not administrator) of an SL in which they hold 15%: likely YES eligible.
• Founder whose startup was originally founded abroad (Delaware, UK Ltd) becoming Director of the Spanish subsidiary with a stake in the foreign parent: potentially eligible, with nuances by structure.

The binding tax ruling before the DGT (art. 89.1 LGT) is the appropriate tool to obtain legal certainty before relocation. BMC prepares the technical documentation for these rulings and has favourable precedents in similar structures.

CIT at 15% via ENISA certification: requirements and process

What ENISA certifies

ENISA (Empresa Nacional de Innovación, SAU) is the fully state-owned public company under the Ministry of Industry, Trade and Tourism that administers participating loans and, since Law 28/2022, also the certification of startups for CIT tax benefits.

ENISA certification declares that a company qualifies as an emerging company under article 3 of Law 28/2022:

• Newly created: less than 5 years from registration in the Companies Registry (7 years for biotechnology, energy, industrial or particularly technology-intensive and innovative sectors).
• Innovative: the main activity requires research and development of new or significantly improved products, services or processes.
• Independent: not distributed by a business group that is not itself a startup.
• No prior dividend distribution since incorporation.
• Not listed on a regulated market.

ENISA certification benefits

With certification active, the startup accesses:

1. 15% CIT for the first positive taxable base tax period and the following three (four fiscal years total, art. 29.1 CIT Law reformed), versus the standard 25%.
2. CIT deferral without guarantees for the first two positive taxable base periods.
3. Enhanced R&D deductions under art. 35 CIT Law (25-42% of R&D spending), with option to request monetisation of excess deductions.
4. Stock option exemption of up to €100,000 per employee per year.

ENISA certification process (2026)

The process is managed through the ENISA portal and requires:

1. Description of innovative activity (max 25 pages).
2. Business plan with 3-5 year projections.
3. Deed of incorporation and current shareholder certificate.
4. Annual accounts or provisional balance sheets if the company has been operating less than 12 months.

Average resolution timeline: 3 to 6 months from submission. Certification is renewed annually. BMC prepares all technical documentation and acts as representative before ENISA.

ZEC Canary Islands: the lowest CIT in the EU at 4%

What ZEC is

The ZEC was created by Law 19/1994, of 6 July, amending the Economic and Tax Regime of the Canary Islands (BOE-A-1994-16783) and is approved by the European Commission as state aid compatible with the internal market. Its validity was extended to 31 December 2027 by the 2022 Commission Decision.

The special 4% CIT rate applies to ZEC entities on the portion of the taxable base corresponding to activities generating employment in the Canary Islands.

Eligible tech activities for ZEC

The ZEC eligible list includes for the technology sector:

• CNAE 620 — Programming, consultancy and related computer activities.
• CNAE 631 — Data processing, hosting and related activities.
• CNAE 721 — Research and experimental development in natural and technical sciences.
• CNAE 582 — Publishing of video games.
• CNAE 639 — Other information service activities.
• Artificial intelligence, machine learning and cybersecurity activities (classified under 720/721 or 620 depending on the case).

ZEC access requirements

To register in the Official Register of ZEC Entities:

1. Registered office and effective management seat in Canary Islands territory.
2. Minimum investment: €100,000 in fixed assets on main islands, €50,000 on smaller islands, within the first two years.
3. Minimum employment creation: 5 positions within 6 months of registration (main islands); 3 positions on smaller islands.
4. At least one board member resident in the Canary Islands.
5. Main activity must be on the ZEC eligible list.

RIC: the 90% profit deduction

The Canary Islands Investment Reserve (RIC, art. 27 Law 19/1994) allows earmarking a non-distributable reserve equal to 90% of undistributed profits, proportionally reducing the taxable base. This earmarking generates a CIT deduction that, combined with the 4% ZEC rate, can bring effective taxation to token levels — even below 1% — for high-margin startups that reinvest profits in Canary Islands assets.

The RIC must materialise in eligible investments (productive assets, acquisition of Canary Islands companies, R&D expenditure, training) within the 3 years following the earmarking. Non-compliance triggers regularisation with late payment interest.

Stock options, RSUs and employee equity plans

The art. 17 LIRPF reform by Law 28/2022

Law 28/2022 reformed article 17.2.b) LIRPF to introduce a specific exemption for gains from participation plans in ENISA-certified startups:

• Exemption of up to €100,000 per employee per year, versus the general limit of €12,000 for ordinary stock options.
• Beneficiaries must be employees (not founders with control) of the startup.
• Shares or units must be held for a minimum of 3 years from delivery. If transferred earlier, the exemption is lost and the income is taxed as ordinary employment income.
• Compatible with Beckham: if the employee is in Beckham and receives options from a Spanish-source startup, the gain above the €100,000 limit is taxed at 24% (Beckham flat rate), not the ordinary marginal rate.

Vesting schedule and Beckham regime

The interaction between the vesting schedule and the Beckham regime is a critical planning area:

• Options that vest and are exercised during the 6-year Beckham regime are taxed at 24% (or are exempt up to €100,000 for ENISA-certified startups).
• Options exercised after Beckham expires and the founder/employee is already an ordinary resident are taxed at the IRPF marginal rate (combined top rate of 45% to 53.85% depending on the region, 2026).
• Options exercised when the employee is no longer resident in Spain may be taxed only under IRNR (19% for EU/EEA residents) or even in the current country of residence, depending on the applicable Double Taxation Treaty.

Planning the timing of option exercise relative to relocation, Beckham eligibility and possible return to the home country is one of the highest value-add services BMC provides.

Entrepreneur visa vs digital nomad visa: which to choose

Entrepreneur visa (Law 14/2013, reformed by Law 28/2022)

The Entrepreneur Residence Authorisation is governed by articles 67-73 of Law 14/2013, significantly reformed by Law 28/2022. It allows residing in Spain to develop an entrepreneurial activity of general interest qualified by the designated entrepreneurship support entity (often ENISA).

Advantages: allows founding a Spanish company as main activity; authorisation to be administrator and shareholder of the Spanish startup; initial 1-year visa + 2-year residence permit + 2-year renewal. Compatible with Beckham if the founder does not hold a controlling stake.

Main requirements: innovative business project or one of special economic interest; sufficient economic resources; no criminal record in Spain or country of residence in the 5 previous years; private or public health insurance.

Digital nomad visa (Law 14/2013 arts. 74-79)

For founders who already have their company abroad and want to run it from Spain without incorporating a Spanish entity:

Advantages: simpler processing than entrepreneur visa; allows managing a foreign company from Spain; initial 1-year visa + 2-year authorisation + 2-year renewal; compatible with Beckham for Spanish-source income generated.

Main requirements: self-employed or employed activity for employers established outside Spain; minimum income of 200% of SMI (approximately €2,646/month in 2026); private or public health insurance with full coverage in Spain; not been a resident in Spain in the previous 5 years.

When to choose which: if the plan is to found a Spanish entity, build a local team and raise investment from Spanish or European VCs, the entrepreneur visa is the appropriate route. If the plan is to telework from Spain for a foreign employer or client, the digital nomad visa is simpler and sufficient.

Quantified fiscal comparison: Spain vs main competitors

Base scenario: SaaS founder, €400,000 annual income

Note: simplified comparisons for illustration. Individual situation may differ significantly depending on income structure, foreign assets and applicable Double Taxation Treaty.

Quantified example: German founder, AI startup, 3 years in Spain

Profile: Klaus, 35, co-founder and Technical Director (not administrator) of an AI startup in Madrid. Stake in the SL: 20%. Salary: €180,000 from the Spanish startup. Income from foreign clients (contracts with German companies through his German GmbH): €120,000.

Option A: without Beckham (ordinary IRPF)

• €180,000 salary: IRPF ~€74,000 (effective rate ~41%)
• €120,000 from the GmbH: taxed in Germany + potential Spanish IRPF if distributed
• Spanish startup CIT: 25% on profits

Option B: Beckham + ENISA CIT

• €180,000 Spanish-source salary: 180,000 × 24% = €43,200 IRPF (saving of ~€30,800 vs ordinary IRPF)
• €120,000 foreign-source income: not taxed in Spain under Beckham
• Spanish startup CIT: 15% (ENISA certified), vs 25% without certification (saving of ~10 points on SL profits)
• Estimated annual personal saving alone: ~€50,000
• Cumulative saving over 6 years of Beckham: ~€300,000 (excluding CIT)

Recommended corporate structure for tech startups in Spain

Foreign holding + Spanish subsidiary

The most common structure for founders with international investors or global expansion plans:

Delaware C-Corp (or UK Ltd / Dutch BV / Irish Ltd)
          |
Spanish SL (100% subsidiary)
          |
Operations in Spain

Advantages: Delaware C-Corp is the preferred vehicle for Silicon Valley and New York VCs; Spanish SL receives funding from the holding for local operations; the founder may be administrator of the Spanish SL without affecting Beckham eligibility to the extent the related-party analysis is conducted at the foreign holding level; allows future expansion into Europe or the US without costly corporate restructurings.

Tax considerations: dividend repatriation from the Spanish SL to the foreign holding attracts 19% withholding (or reduced by the applicable Double Taxation Treaty); related-party transactions between holding and subsidiary must be documented at arm’s length (art. 18 CIT Law, Royal Decree 634/2015).

Direct Spanish SL (without holding)

For very early-stage startups, a direct Spanish SL is sufficient: digital incorporation in 5 days (Law 28/2022); minimum capital €1 since October 2022 (Law 18/2022), with €3,000 usually advised; direct access to ENISA certification; lower maintenance cost (no two corporate layers). Conversion to a holding-subsidiary structure can be done later via a share exchange operation under the special fiscal neutrality regime (Title VII, Chapter VII CIT Law), with deferral of the capital gain.

Pre-relocation checklist for the tech founder

Before packing your bags, BMC recommends completing this checklist:

Months 6-12 before relocation

• Beckham eligibility analysis (shareholding structure, activity, no prior residence)
• DGT binding ruling if there are doubts about art. 18 CIT related-party rules
• Jurisdiction selection (mainland vs ZEC Canary Islands)
• Double Taxation Treaty analysis with home country
• Equity plan review and vesting/exercise timing

Months 1-3 before relocation

• Entrepreneur or digital nomad visa application
• ENISA documentation preparation (innovation brief, business plan)
• Spanish bank account opening
• Formalisation or adaptation of Spanish company

First 6 months in Spain

• Empadronamiento (registration) and Model 030 (tax domicile)
• Definitive NIE/NIF
• Model 149 (Beckham) before day 180
• ENISA certification processing
• ZEC registration if applicable

Why BMC for tech founders

BMC has a dedicated tech startup team that understands the ecosystem jargon: term sheets, cap tables, liquidation preferences, cliff and vesting, QSBS equivalents, secondary transactions, drag-along. We are not a generalist firm that sees a startup once a month: we work with founders from pre-seed to Series B, and our advisors have been consulted as experts in the parliamentary debates on Law 28/2022.

We operate in four languages (Spanish, English, French, German) and have clients from the US, Germany, the UK, France, Israel, India and Latin America.

If you are planning your relocation to Spain, or you have already arrived and are unclear on your tax regime, the first step is a free meeting covering: Beckham eligibility, ENISA CIT, ZEC Canary Islands, Double Taxation Treaty analysis with your home country, and initial guidance on corporate structure. No commitment.

Social Security for Tech Founders: RETA

The Self-Employment Regime (Régimen Especial de Trabajadores Autónomos)

Self-employed founders and directors of Spanish SLs must register with RETA, Spain’s self-employed social security regime. Since the 2023 reform, contributions are income-based:

The Tarifa Plana (flat reduced rate) for new entrants was replaced in 2023 with the cuota reducida: €80/month for the first 12 months of autónomo registration — a significant saving for early-stage founders.

Founders structured through a SL pay RETA as company directors (administradores). Dividend distributions are not subject to RETA — this is a key planning advantage: salary + dividend split can be calibrated to minimise both RETA and IRPF.

EU Social Security Aggregation (Regulation 883/2004)

Contribution periods from other EU member states aggregate toward Spain’s 15-year minimum for retirement pension. UK founders post-Brexit are not covered by EU regulation but the UK-Spain Social Security Agreement (signed 1974, still in force for contributions) provides partial aggregation.

Corporate Formation: Spanish SL (Sociedad Limitada)

Step-by-Step Formation

1. Company name reservation: Registro Mercantil Central — online, 24–48 hours
2. NIE for all shareholders: Número de Identificación de Extranjero — via Spanish consulate or Comisaría de Policía in Spain
3. Notarial deed (escritura de constitución): Estatutos sociales + public notarial document
4. Tax registration: Modelo 036 with AEAT for company NIF + IVA registration
5. Bank account + share capital: minimum €1 since October 2022 (art. 4.1 LSC, as amended by Law 18/2022, not by the Startup Act); below €3,000, 20% of profits go to the legal reserve and shareholders answer for the shortfall in a liquidation
6. Registro Mercantil: registration in the provincial Commercial Registry

Total timeline: 5–15 business days with a consultant; up to 30 days without. Approximate costs (notary + registry + taxes): €800–€1,500.

Shareholders’ Agreement (Pacto Parasocial)

For funded startups, a Pacto Parasocial (side agreement outside the company’s statutory documents) is standard, covering:

• Drag-along and tag-along rights
• Anti-dilution protection for founders and early investors
• Founder equity vesting schedules
• Liquidation preferences for VCs

ENISA Certification as Empresa Emergente

Once the SL is formed, apply for certification as an empresa emergente (emerging company) under Ley 28/2022. Requirements:

• Innovative business model not yet generating significant revenue
• Less than 5 years old (up to 7 years for biotechnology and industrial sectors)
• Not publicly listed
• Not distributing profits (reinvestment phase)
• Annual turnover not exceeding €10 million

The ENISA certification unlocks: 15 % CIT for first 4 years, stock option reform, deferred tax payments (Modelo 200), and access to public tender exceptions for contracts under €1 million.

Equity Compensation: Stock Options Under Spanish Law

Article 17.2.b LIRPF (Ley 28/2022 Reform)

The Startup Act reformed stock option taxation for qualifying startup employees:

• Annual exemption: €50,000/year per employee for the option exercise gain
• Deferral: for non-liquid shares (non-listable), tax deferred until a liquidity event (sale, IPO, buyback) — ending the pre-2022 problem of a tax bill before any cash is received
• Qualifying option plan: must be offered to all employees or a defined group at equal conditions

For founders: founder equity vesting schedules on original shares are not covered by this reform, which applies to options/warrants on new shares. However, Beckham regime holders can hold stock options within the Beckham framework — gains remain at 24 % flat rate rather than the normal capital gains scale.

RSUs vs. Options vs. Phantom Shares

Spanish early-stage startups often prefer Phantom Shares (virtual equity) as they require no notarial acts and are taxed as a bonus at payout. RSUs are taxed as employment income at vesting. US-style ISOs do not exist in Spanish law; the nearest equivalent is the Art. 17.2.b qualified option plan.

Public Funding and Grants for Tech Startups

CDTI (Centre for Industrial Technological Development)

CDTI grants repayable loans (NEOTEC, I+D Projects) at highly favorable terms (0 % interest, 7–10 year term, up to €10 million for mature projects). Multiple annual application rounds. Eligibility: demonstrable technological risk.

ENISA Loans

ENISA issues partially interest-bearing loans (Eje Emprendedores, Eje Jóvenes Emprendedores):

• Amount: €25,000–€1,500,000
• Rate: Euribor + 3.75 % variable
• Term: 7–9 years
• No collateral required — evaluation based on business plan and team

ENISA financing also serves as a qualifying proof point for the Ley 28/2022 certification process.

R&D Tax Credit (Art. 35 LIS)

Companies conducting R&D activity in Spain can claim a 25 % tax credit on R&D expenditure (42 % for investments over €30 million) directly against the CIT bill. This credit stacks with the 15 % Startup Act rate and the ZEC rate — BMC models the optimal combination in the startup’s tax planning.

NextGenerationEU and PERTE Programs

Spain received €163 billion from the EU Recovery Fund. Relevant PERTE programs for tech: PERTE Chip (semiconductor industry), PERTE Digital (cloud, AI, cybersecurity). Regional agencies (IVACE Valencia, Agencia IDEA Andalucía, IMADE Madrid) offer complementary grants.

Hiring Non-EU Employees: Visa Framework

For startups scaling internationally and hiring non-EU talent:

• EU Blue Card (Tarjeta Azul UE): For highly qualified workers — minimum salary threshold set annually (confirm the current 2026 threshold from the official BOE or SEPE guidance before advising), 24-month renewable permit
• Digital Nomad Visa: For remote workers employed by non-Spanish companies — not suitable for employees working for a Spanish employer
• Key Personnel Permit (Ley 28/2022, Art. 8): Certified startups may sponsor international key personnel through an accelerated permit process
• Intracompany Transfer (ICT): For multinationals transferring staff to a Spanish entity — managers, specialists, trainees

MiCA, Crypto, and Web3 Startups

EU Regulation 2023/1114 (MiCA)

MiCA has been fully applicable since 30 December 2024. Spain designated the CNMV (Comisión Nacional del Mercado de Valores) as the competent authority. For Web3 startups:

• CASP registration (Crypto Asset Service Provider): required for exchanges, custodians, advisors
• Whitepapers: mandatory publication for new token issuances
• Capital requirements: €50k–€150k bound capital depending on CASP category

Spain’s sandbox regulatory framework (Ley 7/2020, digital finance sandbox) allows startups to test regulated crypto products with the CNMV before full authorisation.

BMC’s Tech Founder Practice

BMC structures and supports the complete founder journey in Spain:

1. Tax planning: Beckham application, SL vs. autónomo optimization, ZEC qualification analysis
2. Company law: SL formation, Pacto Parasocial drafting, fundraising documentation
3. Visa strategy: Startup Visa, Digital Nomad Visa, EU Blue Card for international hires
4. Ongoing compliance: CIT filings (Modelo 200), quarterly IVA (Modelo 303), RETA management, R&D tax credit claims
5. Exit planning: capital gains modeling, RSU/option exit tax (Germany §6 AStG pre-move analysis for German founders)

Corporate Governance: Board Structure and Investor Requirements

Spanish SLs (Sociedades Limitadas) have a flexible governance structure. The default management organ is a single administrator (administrador único). For funded companies, investors typically require:

• Consejo de Administración (Board of Directors): minimum 3 members; quorum majority + decisions by simple majority (or qualified majority per Estatutos)
• Observer rights (derecho de asistencia sin voto): for angel investors below a governance threshold
• Information rights: quarterly financials, annual audited accounts, budget approval rights

The Spanish Commercial Code (Real Decreto de 22 de agosto de 1885) and the Ley de Sociedades de Capital (RDL 1/2010) govern corporate governance for SLs and SAs. Ley 28/2022 introduced no changes to corporate governance rules — the Pacto Parasocial remains the principal tool for investor protections.

Registro Mercantil Filing Obligations

All SLs must file annual accounts (Cuentas Anuales — balance sheet + P&L + notes + management report) in the Registro Mercantil within 7 months of the financial year end. Non-filing results in administrative closure of the registry entry (cierre registral), blocking further registrations. Startups in loss-making phases must also file — a common oversight by foreign founders.

ZEC Canarias: Full Requirements and Practical Setup

Zone Especial Canaria — Article-by-Article Requirements

The ZEC regime (Ley 19/1994, as amended, Arts. 43–53) requires:

1. Registered office in the Canary Islands: physical presence in Las Palmas de Gran Canaria or Santa Cruz de Tenerife
2. Minimum investment: €100,000 (Gran Canaria or Tenerife) or €50,000 (other Canary Islands)
3. Job creation: minimum 5 direct employees within 6 months of registration (Gran Canaria/Tenerife) or 3 employees (other islands)
4. Activity in eligible sectors: CNAE codes covering technology, R&D, financial services, insurance, maritime, industrial — a specific list approved by the ZEC Consorcio
5. ZEC Consorcio registration: authorization from the ZEC board required before the entity can benefit from the reduced rate

Eligible CNAE codes for tech: 6201 (custom software development), 6202 (consultancy), 6203 (ICT management), 6209 (other IT services), 7211 (R&D biotechnology), 7219 (other R&D natural sciences), 7220 (R&D social sciences and humanities), 7490 (other professional activities).

The RIC Reserve (Reserva para Inversiones en Canarias)

Art. 27 Ley 19/1994 allows Canary Islands entities to deduct up to 90 % of undivided profits from the tax base if invested in a qualifying RIC reserve within 3 years. The reserve can be invested in new assets, financial instruments, or used to subscribe capital increases in other Canary Islands entities. The effective CIT impact combined with ZEC: net rate can approach 1.5–2 % for high-margin digital businesses.

German Founders: Exit Tax and Pre-Move Planning

§ 6 AStG (Wegzugsteuer — German Exit Tax)

German founders holding ≥1 % in any German or foreign corporation face an exit tax upon departure from Germany. The deemed capital gain is calculated as: (market value at departure) minus (acquisition cost). For EU/EEA destinations, the tax is interest-free deferred until a liquidity event (sale, IPO) — the deferral application must be filed with the German Finanzamt before or at departure.

Pre-move checklist for German founders:

1. Get a professional valuation of all shares (Discounted Cash Flow or comparable transactions)
2. File deferral application (Stundungsantrag §6(5) AStG) before changing Wohnsitz to Spain
3. Coordinate with BMC’s German partner network to ensure Spanish Modelo 149 (Beckham) and German exit tax filings are aligned
4. Note: if shares are sold within 7 years of departure, German Finanzamt may revisit the exit tax assessment

DBA Deutschland-Spanien (Double Taxation Treaty)

The Germany-Spain DTT (signed 3 February 2011, in force from 2013) allocates taxing rights:

• Art. 13: capital gains on shares taxable in the residence state (Spain under Beckham) — not Germany, unless >50 % of the company’s value derives from German real estate
• Art. 15: employment income taxable in the state of activity (Spain)
• Art. 18: pension income taxable in the residence state (Spain) for private pensions; Germany retains rights on state pensions under Art. 19
• Art. 10: dividends — 15 % withholding in source state; 5 % for ≥25 % corporate shareholder