Entrepreneurship and innovation
Spain Startup Law Guide — Tax Benefits and Corporate Advantages
Law 28/2022 to promote the emerging company ecosystem offers unique tax and corporate advantages. We explain who qualifies, what it means and how to obtain certification.
15%
Reduced corporate tax (4 years)
€50,000
Stock options exemption/year
50%
New company investment deduction
€1
Minimum SL share capital
What is an emerging company under Law 28/2022?
Law 28/2022 of 21 December to promote the emerging company ecosystem (known as the "Startup Law") defines an emerging company as one that simultaneously meets all of the following requirements:
Maximum age
Less than 5 years since registration with the Mercantile Registry (or equivalent). This extends to 7 years for companies in biotechnology, energy, industrial sectors or other scientific or technological fields.
Turnover and size
Turnover not exceeding €10 million. The company must not be listed on any regulated market.
No dividend distribution
The company must not have distributed or be distributing dividends or any equivalent form of shareholder return from inception until the loss of emerging company status.
Domicile in Spain
The company must have its registered address or permanent establishment in Spain. At least 60% of the workforce must have employment contracts in Spain.
Innovative character
The business model must be innovative. This requirement is assessed by ENISA during the certification process.
Not arising from a merger or spin-off
The company must not have resulted from a merger, spin-off, transformation, or from a restructuring process of pre-existing activities or assets.
Tax benefits
The Startup Law introduces substantial tax advantages for the company, its employees and investors.
Corporate tax reduced to 15%
Emerging companies are taxed at a reduced rate of 15% for the first 4 tax periods in which the taxable base is positive, instead of the standard rate of 25%.
Additionally, during the first 2 years following the first positive tax period, the company may defer corporate tax payment without guarantees or late-payment interest, significantly improving cash flow during the growth phase.
Estimated savings: With a taxable base of €100,000, the annual saving compared to the standard rate is €10,000 (25% vs 15%). Over 4 years, the savings can exceed €40,000 for a growing company.
Special stock options regime
The delivery of share options to employees and directors of emerging companies benefits from a particularly favourable tax regime:
Extended exemption
Exemption of up to €50,000/year per taxpayer (compared to the general limit of €12,000) on the market value of shares or stakes delivered.
Deferred taxation
The excess above €50,000 is not taxed at the time the option is exercised, but deferred until the first liquidity event (sale, IPO, etc.).
This improvement makes stock options a genuine talent retention and attraction tool, particularly relevant for competing with compensation packages offered by large corporations.
Deduction for investment in new companies
Investors who acquire shares or stakes in emerging companies may deduct 50% of the investment from their personal income tax (IRPF), with a maximum base of €100,000 per year.
| Item | General regime | Startup Law |
|---|---|---|
| Deduction percentage | 30% | 50% |
| Maximum base | €60,000 | €100,000 |
| Maximum IRPF saving | €18,000 | €50,000 |
This deduction applies to business angels and any individual investor alike. The shareholding must be held for between 3 and 12 years.
Corporate benefits
SL with €1 share capital
Article 4 bis of the LSC, as amended by the Startup Law, allows an SL to be incorporated with a minimum share capital of €1 (compared to the standard €3,000). The company must allocate 20% of profits to a legal reserve until it reaches €3,000.
No dissolution trigger for losses
Emerging companies do not face a dissolution trigger for losses that reduce net equity below half the share capital during the first 3 years of activity. This provides room to invest in growth without the usual corporate risk.
Free digital incorporation
Emerging companies with standard model articles may process their incorporation entirely online, with notarial and registry fees reduced to zero when the capital does not exceed €3,100.
ENISA certification: how to obtain it
To benefit from the Startup Law, the company must obtain an emerging company certificate issued by ENISA (Empresa Nacional de Innovación S.A., under the Ministry of Industry). This certificate accredits the innovative nature of the business model.
Certification is not automatic: ENISA evaluates the project and may deny it if the business model is not considered sufficiently innovative or if the company does not meet the objective requirements of the Law.
Required documentation
- Deed of incorporation and articles of association
- Business plan or explanatory memorandum describing the innovative business model
- Credentials of the founding team (CVs, qualifications, experience)
- If applicable: patents, intellectual property registrations, R&D contracts
- Declaration of compliance with eligibility requirements
Process and timelines
Submission of the application and documentation via the ENISA electronic portal.
Formal review of the file by ENISA (1–2 weeks).
Assessment of the innovative character by the ENISA technical team.
Possible requests for additional information or clarifications.
Certification decision (favourable or unfavourable). Total timeline: ~2 months.
Note: ENISA certification is not retroactive. The tax benefits apply from the tax period in which certification is obtained, not from the date of incorporation.
Visa for international entrepreneurs
The Startup Law reforms and improves the entrepreneur visa for non-EU nationals who wish to create or develop an emerging company in Spain. This visa allows residence in Spain for 3 years (renewable), with no requirement to obtain a NIE in advance.
No prior NIE required
Allows residence in Spain from day one without needing to obtain a NIE in advance. The identity number is obtained when formalising residency.
Fast-track processing
The Large Business and Strategic Collectives Unit (UGE-CE) processes the visa with reduced timelines (maximum resolution within 20 working days).
Extendable to family members
The authorisation can be extended to the spouse or civil partner and dependent children under 18, with a work permit included for the spouse.
EU mobility
With Spanish resident status, the entrepreneur can work or travel more freely within the Schengen area.
Compatibility with the Beckham Law
The special inpatriate regime (commonly known as the Beckham Law, art. 93 LIRPF) and the Startup Law are compatible with each other. A foreign entrepreneur can simultaneously benefit from:
Inpatriate regime (personal)
Tax on Spanish-source income at a flat rate of 24% on income up to €600,000 for 6 years. No obligation to declare worldwide assets.
Startup Law (company)
The emerging company is taxed at 15% corporate tax for 4 years, with the extended stock options exemption and all other corporate benefits described.
This combination is particularly attractive for foreign founders relocating to Spain to build their startup: the company pays lower corporate tax and the founder is taxed on employment income at a flat rate, with the additional advantages of the emerging company stock options regime.
However, compatibility requires careful tax planning, particularly regarding the nature of income (employment versus corporate) and the correct application of both regimes. Specialist advice is essential.
Developments and outlook for 2026
Regulatory sandboxes (controlled testing environments)
The Startup Law enables the creation of regulatory sandboxes across various sectors (financial, healthcare, energy, mobility) that allow innovative solutions to be tested under a flexible legal framework, with oversight from the competent authority. In 2026, several sandboxes are already operational and the Government has announced the opening of calls in new sectors.
Planned ecosystem reform
The Ministry of Industry and Tourism is working in 2026 on a reform of the implementing regulations for the Startup Law to clarify aspects such as the ENISA certification process, innovation criteria and the stock options regime for employees of corporate groups. The reform is expected to improve legal certainty and streamline certification procedures.
Interaction with European legislation (AI Act, DORA)
Technology startups developing high-risk AI systems or operating in the financial sector must account for the phased entry into force of the AI Regulation and DORA (Digital Operational Resilience Act). The Startup Law sandboxes may offer a controlled path to navigate these requirements.
Legal notice: This guide is for informational purposes only and does not constitute tax or legal advice. The benefits of the Startup Law are subject to the fulfilment of specific requirements and certification by ENISA. The legislation may be subject to regulatory amendments. Always consult a specialist adviser to analyse your specific circumstances.
Does your company meet the Startup Law requirements?
We help you assess whether your company can be certified as an emerging company, prepare the documentation for ENISA and plan the optimal tax benefits.