Startups Act · 02

Tax, investors and company formalities

Ley 28/2022, titles I and II, articles 7 to 13: the 15 per cent rate for four years, the deferral of the first two tax payments without guarantee or interest, a tax number for foreign investors without an NIE, own quotas held for a staff plan, five-day registration and fixed fees, and three years’ grace from the half-capital dissolution rule.

Unofficial English translation from the Spanish by Voixa Consultors S.L. Alexander Baranov is responsible for the translation. Source: Ley 28/2022, de 21 de diciembre, de fomento del ecosistema de las empresas emergentes, consolidated text, BOE-A-2022-21739 ↗. Check wording, figures, dates and legal effect against the Spanish original before relying on this reading. Source snapshot: 5 November 2026. The Spanish term empresa emergente is translated as “startup” throughout. Everything on this page applies only to a company whose startup status is entered at the registry under article 5 on the previous page.

What is here and what is not

Most of the tax measures announced with this Act are not in these articles. The changes to personal income tax — the 50,000-euro exemption for shares delivered to employees, the investor deduction raised to 50 per cent, the wider access to the impatriate regime — and the new remote-work visa were made by amending other statutes, in the final provisions of this Act. Those provisions are translated on the pages for personal tax and Social Security and for the Entrepreneurs Act and the remote-work visa. What follows is the Act’s own text: the rate and deferral for the company, the rules for foreign investors, and the company-law exceptions.

Title I. Tax incentives, attracting foreign investment and retaining talent

Chapter I. Tax incentives

Article 7. Taxation of startups

Corporate income tax payers, and non-resident income tax payers obtaining income through a permanent establishment situated in Spanish territory, that have startup status in accordance with the preliminary title of this Act, shall be taxed at the rate of 15 per cent, on the terms established in paragraph 1 of article 29 of Law 27/2014 of 27 November on Corporate Income Tax, in the first tax period in which, having that status, the tax base is positive and in the following three, provided that they retain that status.

The four years start with the first profit, not with incorporation. The reduced rate applies to the first period in which the tax base is positive while the company has the status, and the three after it. A company that makes losses for its first three years still has four reduced-rate years ahead — but only for as long as the status lasts, and article 6 ends it five years after incorporation (seven in the listed sectors). In practice the window is the overlap of the two.

A Spanish branch of a foreign startup can qualify. Article 7 extends the rate to non-resident income tax payers operating through a permanent establishment in Spain, which the status rules in article 3.1.e) also allow for. The branch is then taxed under the rules on the permanent establishment page, at the reduced rate.

Article 8. Deferral of a startup’s taxation

1. Corporate income tax payers, and non-resident income tax payers obtaining income through a permanent establishment situated in Spanish territory, that have startup status in accordance with the preliminary title of this Act, may apply to the State tax authorities, at the time of filing the self-assessment, for deferral of payment of the tax debt corresponding to the first two tax periods in which the tax base is positive.

The State tax authorities shall grant the deferral, with waiver of guarantees, for a period of twelve and six months respectively from the end of the voluntary payment period for the tax debt corresponding to those tax periods.

To enjoy this benefit, the applicant must be up to date with its tax obligations on the date of the deferral application and, in addition, the self-assessment must be filed within the established period. Payment of supplementary self-assessments may not be deferred under the procedure established in this paragraph.

Payment of the deferred tax debt shall be made within one month from the day following the expiry of each of the periods indicated, without late-payment interest accruing.

2. Corporate income tax payers, and non-resident income tax payers obtaining income through a permanent establishment situated in Spanish territory, that have startup status in accordance with the preliminary title of this Act, shall not be obliged to make the instalment payments regulated in article 40 of Law 27/2014 of 27 November on Corporate Income Tax, and in article 23.1 of Royal Legislative Decree 5/2004 of 5 March approving the consolidated text of the Non-Resident Income Tax Act, respectively, that they would have to make on account of the assessment for the tax period immediately following each of those referred to in the preceding paragraph, provided that they retain startup status in those periods.

The deferral has to be asked for, and only on time. It is not automatic: the company applies when it files the return, and it is granted only if the return is filed within the deadline and the company is up to date with all its tax obligations on that date. A return filed one day late, or a single outstanding liability elsewhere, loses it. A supplementary return correcting a deferred one cannot itself be deferred.

Twelve months, then six, then one more — with no interest. For the first profitable year the tax becomes payable twelve months after the normal deadline, for the second six months after, and in each case there is then a further month to pay, with no late-payment interest. Paragraph 2 also removes the instalment payments due during the following year, so the first two years’ tax and the next years’ instalments do not fall on the company at once.

Chapter II. Attracting foreign investment and retaining talent

Article 9. Identification requirements for foreign investors

1. Natural persons who do not have Spanish nationality, who wish to invest in Spanish startups and who do not reside in Spain, must apply to the Spanish State Tax Administration Agency for a tax identification number. They shall not be obliged, for these purposes, to obtain a foreigner’s identity number.

Where the investor is a legal person or an entity without legal personality of foreign nationality, the representative applying for the tax identification number on its behalf must have been assigned a tax identification number. Their power of representation may be recorded in a notarial document or in a contract of agency with representation in which acceptance of the tax representation is expressly recorded. If the notarial document has been issued by a foreign notary, its content shall not be required to be adapted to Spanish law.

If the investment in a startup is not evidenced within six months of the assignment of the investor’s tax identification number, the State Tax Administration Agency may revoke the tax identification number assigned to the foreign investor.

2. The State Tax Administration Agency shall set up an electronic procedure, for the purposes of paragraph 1, which must be resolved within ten working days of the submission of the application for the tax identification number, accompanied by any documentation required.

The forms for applying for that number shall be available in electronic format and may be submitted using a qualified electronic certificate in accordance with the conditions established in letters a) and b) of paragraph 2 of article 9 of Law 39/2015 of 1 October on the Common Administrative Procedure of Public Administrations, and its implementing regulations in force from time to time, that is acceptable to the State Tax Administration Agency.

3. Where the investment takes place in order to incorporate a company and this is processed electronically through the Business Creation Information Centre and Network (CIRCE), by means of the Single Electronic Document (DUE) regulated in the third additional provision of Royal Legislative Decree 1/2010 of 2 July approving the consolidated text of the Capital Companies Act, the investor may apply to the State Tax Administration Agency, through the Entrepreneur Service Point, for the assignment of a tax identification number for themselves. Otherwise, the notary involved shall immediately send a copy of the deed to the State Tax Administration Agency, applying for the assignment of a tax identification number for the investor.

Notaries may also apply for the assignment of a tax identification number for the foreigners referred to in this article where they join a startup as members on the occasion of a capital increase or other corporate transaction.

This route is only for investing in a startup. The exemption from the NIE applies to a non-resident foreign individual who invests in a company with startup status, and the tax number can be revoked if no such investment is evidenced within six months. It is not a general alternative to the NIE: a foreign founder incorporating an ordinary S.L., or investing in one without the status, still goes through the normal route described on our NIE guide.

A foreign notarial power does not need to be redrafted. The last sentence of the second sub-paragraph of paragraph 1 accepts a power of attorney given before a foreign notary without requiring its content to be adapted to Spanish law. Elsewhere in Spanish practice that adaptation is a frequent source of delay.

Article 10. Own quotas in startups that are limited companies, for the purpose of carrying out a remuneration plan

1. Without prejudice to the provisions of article 140 of the consolidated text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July, and of article 12 of Law 44/2015 of 14 October on Worker-Owned and Participated Companies, the general meeting of the company may authorise the acquisition of its own quotas, up to a maximum of 20 % of the capital, for delivery to the administrators, employees or other collaborators of the company, with the sole purpose of carrying out a remuneration plan.

2. The system of remuneration by delivery of quotas must be provided for in the articles of association and approved by the general meeting, by a resolution which shall include the maximum number of quotas that may be allocated to this remuneration system in each financial year, the value of the quotas taken as a reference and the duration of the plan.

3. The acquisition by the company of its own quotas in exercise of the authorisation referred to in paragraph 1 may take place only on the following conditions:

a) That the quotas to be acquired are fully paid up.

b) That the equity, once the acquisition has been made, is not lower than the amount of the share capital plus the reserves that are not available for distribution, whether legal or statutory. For these purposes, in worker-owned companies the special reserve regulated in article 14 of Law 44/2015 of 14 October on Worker-Owned and Participated Companies shall not be taken into account.

c) That the acquisition takes place within the five years following the authorisation resolution.

4. In the event of contravention of the provisions of the preceding paragraph, the provisions of article 139 of the consolidated text of the Capital Companies Act, approved by Royal Legislative Decree 1/2010 of 2 July, and of article 14 of Law 44/2015 of 14 October on Worker-Owned and Participated Companies, shall apply.

The plan needs two things: a clause in the articles and a resolution. Paragraph 2 requires the remuneration system to be provided for in the articles of association and then approved by the meeting, with the yearly maximum, the reference value and the duration. Template articles do not contain the clause, so a startup wanting a quota-based plan has to amend its articles first — with the majority for amendments in article 199 on the general meeting page.

Why this matters for an S.L. An ordinary limited company may acquire its own quotas only in the closed list of cases in article 140 of the Capital Companies Act — inherited estates, gifts, court awards, capital reductions, departing members and transfer restrictions — and article 140.2 makes any other acquisition void. Building a pool for staff is not on that list. Article 10 opens a separate route, capped at 20 per cent of the capital, limited to plans for administrators, employees and collaborators, and conditioned on fully paid quotas, sufficient equity after the purchase and a five-year window from the authorisation.

Title II. Formalities applying to startups incorporated as limited companies

Article 11. Registration of acts and resolutions at the Registry

1. The period for registering startups and all their corporate acts shall be five working days, counted from the day following the date of the entry of presentation or, where applicable, the date of return of the document withdrawn.

Where model articles of association, referred to in the twelfth final provision, are used, the registrar shall examine and register the deed within the six working hours following its electronic receipt, working hours meaning those falling within the opening hours set for the registries.

Where there is a justified cause, for technical reasons or by reason of the special complexity of the matter, preventing compliance with those periods, the commercial Registrar must notify the interested party of that circumstance as soon as possible and in any event before the periods established above for examination and registration, where appropriate, have elapsed.

The procedures necessary for registering startups, together with the tax and Social Security procedures necessary for commencing activity and others included in the regulations governing the Single Electronic Document, may be carried out by using that document.

2. Shareholders’ agreements in startups in the form of a limited company shall be registrable and shall enjoy registry publicity if they do not contain clauses contrary to law. Clauses in the articles of association that include an ancillary obligation to subscribe to the provisions of the shareholders’ agreements in startups shall likewise be registrable, provided that the content of the agreement is identified in such a way that it can be known not only by the members who have signed it but also by future members.

Paragraph 2 lets a startup put its shareholders’ agreement on the register. In an ordinary Spanish company, article 29 of the Capital Companies Act makes agreements kept private between members unenforceable against the company. Here the agreement can be registered, and the articles can impose on every member — including those who join later — an ancillary obligation to adhere to it. That is a real tool for enforcing drag-along, tag-along and vesting terms against incoming members, but it also makes the agreement public: anyone consulting the registry can read it.

Article 12. Notarial and registry fees and charges for registering limited liability companies

1. Where entrepreneurs who adopt the model articles of association adapted to the needs of startups, referred to in the twelfth final provision, use the electronic processing system of the Business Creation Information Centre and Network, and the share capital is less than 3,100 euros, notarial and registry fees shall be 60 and 40 euros respectively.

2. Publication of the registration acts indicated in the preceding paragraph in the Official Gazette of the Commercial Registry shall be exempt from payment of charges.

Three conditions for the fixed fees. The 60-euro notary and 40-euro registry fees apply only where the founders use the startup model articles, file through CIRCE, and set the capital below 3,100 euros. Bespoke articles — for example to include the remuneration clause in article 10 — take the company out of the fixed-fee route.

Article 13. Losses reducing equity

Startups shall not incur the ground for dissolution for losses reducing equity to an amount below one half of the share capital, provided that it is not appropriate to apply for a declaration of insolvency, until three years have elapsed since their incorporation.

A three-year grace period, and only from one ground. Article 13 suspends, for a startup’s first three years, the dissolution ground in article 363.1.e) of the Capital Companies Act, and with it the administrators’ two-month duty and personal liability in articles 365 and 367 — see the dissolution page. It does not suspend insolvency: if the company cannot pay its debts as they fall due, the duty to apply for insolvency applies as it does to any company. And on the third anniversary of incorporation the ordinary rule returns, so a startup still below half its capital on that day has two months to act.

Where this sits

The next page covers titles III to VII — innovative public procurement, temporary test licences and regulatory sandboxes, university spin-offs, the state aid system and the reduction of guarantees on subsidies, and the National Startups Forum — together with the additional and transitional provisions.

Nothing here is advice on your own position, and this reading is not the official text. Spain publishes no official English version of this Act; where the wording matters to a decision, read it against the Spanish original linked above.