Startups may benefit from the 15% tax rate even if they share partners with other entities

Access to the reduced tax rate for startups is one of the key incentives of Law 28/2022. However, the existence of links between different companies has raised doubts about whether the presence of common partners or administrators could prevent an entity from being considered independent for the purpose of enjoying this benefit.

What the DGT has ruled

The Dirección General de Tributos (DGT) has clarified that the mere coincidence of partners, administrators, registered office, resources, or clients is not sufficient to determine the existence of a group of companies according to Article 42 of the Commercial Code. Therefore, if an entity meets the requirements established in Article 3 of Law 28/2022, it is entitled to apply the 15% rate in the first period in which its tax base is positive and in the following three periods.

The ruling distinguishes between the existence of a group of companies and a situation of common control or coordination by natural persons. In this sense, the independence of the entity for the purposes of the Startup Law is maintained as long as the corporate group provided for in commercial regulations is not formed.

What this means for you

For companies operating in ecosystems where the creation of multiple companies with similar capital or management structures is common, this ruling provides legal certainty. The fact that a company shares partners or even the same registered office with another entity does not automatically deprive it of its status as a startup.

To benefit from this reduced rate, the entity must prove its status through registration in the Mercantile Registry or the Registry of Cooperatives. However, it is important to keep in mind that the Administration retains the power to verify that all the requirements of Article 3 of Law 28/2022 are effectively met.

What you should do

Entities intending to benefit from this tax rate must ensure that their registration in the Mercantile Registry is correct and reflects their status as a startup. Likewise, it is necessary to verify that the company's structure does not fit the definition of a group of companies under the Commercial Code, to avoid interpretations that could compromise the right to the reduced rate.