Start-ups are considered to be small or medium-sized companies whose activity requires the generation or intensive use of scientific-technical knowledge and technologies for the generation of new products, processes or services, and which simultaneously meet the following conditions:
- They must be newly created or, not being newly created, when no more than 5 years have elapsed since the date of registration of the public deed of incorporation in the Mercantile Register, or Register of Cooperatives, in general, or 7 years in the case of biotechnology, energy, industrial and other strategic sectors or which have developed their own technology, designed entirely in Spain.
Not to have arisen from a merger, spin-off or transformation of companies that are not considered to be emerging companies.
Not distribute or have distributed dividends, or returns in the case of cooperatives.
Not be listed on a regulated market.
Have their registered office, head office or permanent establishment in Spain.
Have 60% of the workforce with an employment contract in Spain.
Develop an innovative entrepreneurial project with a scalable business model.
In order to promote their creation and development, L 28/2022 approved a set of specific measures in the tax, commercial and labour spheres.
Measures in the commercial field
Incorporation and registration
- The formalities required to register start-up companies, as well as the tax and Social Security formalities required to start business activity, can be carried out electronically using the Single Electronic Document (DUE).
- The deadline for registering the company and its corporate acts is 5 working days from the day following the date of filing or, in the event of a rectifiable defect, from the return of the document withdrawn.
- If standard articles of association are used, the registrar must qualify and register the company within 6 working hours of the telematic receipt of the deed.
- If technical reasons or the particular complexity of the matter prevent these deadlines from being met, the registrar must inform the person concerned as soon as possible (and in any event before the expiry of the above deadlines for qualification and registration).
When it adopts the form of an LLC (which is commonly used for the incorporation of a start-up), and for the sole purpose of implementing a remuneration plan, the general meeting may authorise the acquisition of treasury shares, up to a maximum of 20% of the capital, for delivery to the company’s directors, employees or other collaborators.
Provision is made for the possibility of registering in the Commercial Register, provided that they do not contravene the law, agreements and clauses in the articles of association that include an ancillary obligation to subscribe to the agreements entered into between the shareholders, provided that their content is duly identified, so that not only the shareholders who have subscribed to them but also future shareholders can be aware of them.
Grounds for dissolution due to losses
There is no cause for dissolution due to losses that reduce the net assets to less than half of the share capital until 3 years have elapsed since incorporation, provided that it is not appropriate to file for insolvency proceedings.
Foreign individuals or legal entities wishing to invest in a Spanish start-up must have a NIF in Spain.
Entrepreneurs, investors and qualified professionals.
- Residence permits for entrepreneurs, investors and qualified professionals are extended from 2 to 3 years.
- A new type of residence permit and an international teleworking visa is established for qualified professionals, graduates or postgraduates from prestigious universities, vocational training and business schools of recognised prestige or with a minimum professional experience of 3 years. The visa is valid for a maximum of 1 year, unless the period of work is shorter, in which case the visa will be valid for the same period and entitles the holder to reside and work remotely in Spain for the duration of the visa. If, after this period, you wish to continue residing in Spain, you must apply, within 60 days prior to the expiry of the visa, for a residence permit for international teleworking, with a maximum duration of 3 years, renewable for 2-year periods.
The period of stay after finishing their studies is extended from 12 to 24 months for those students who, after finishing their studies, intend to stay in Spain to look for a job or to start a business project.
A new rebate of 100% of the contribution corresponding to the minimum contribution base established in general at any given time is introduced in favour of self-employed workers who have effective control of a start-up company and simultaneously work as employees for another employer.
IS and IRNR with permanent establishment
- Tax rate. The initial taxation of start-up companies is reduced from 25% to 15%, in the first tax period in which, having this status, the taxable base is positive and in the following three, provided that they maintain their status as a start-up company.
- Deferral. The payment of tax debts resulting from self-assessments for IS and IRNR may be deferred, without guarantees or interest for late payment, during the first two tax periods in which the tax base is positive, for a period of 12 and 6 months, respectively, from the end of the deadline for payment of the tax debt corresponding to those tax periods in the voluntary period.
- Instalment payments. There is no obligation to make payments in instalments on account of the settlement corresponding to the immediately subsequent tax period corresponding to the first two tax periods in which the tax base of the tax is positive, provided that the status of emerging company is maintained in those periods.
PERSONAL INCOME TAX
- Stock options in emerging companies. The amount of the exemption is increased from €12,000 to €50,000/year in the case of the delivery of shares or holdings to employees of emerging companies as a general remuneration policy of the company that contributes to employee participation.
- Deduction for investment in new or recently created companies. The deduction rate is increased from 30% to 50% and the maximum base is increased from 60,000 to 100,000 euros.
- Workers posted to Spanish territory.
- The number of tax periods prior to the move to Spanish territory during which the taxpayer cannot have been a tax resident in Spain is reduced from 10 to 5 years.
- The subjective scope of application of the regime is extended to employees, allowing its application to workers who, whether or not ordered by the employer, travel to Spanish territory to work remotely using exclusively computer, telematic and telecommunication means and systems, as well as to directors of emerging companies regardless of their percentage shareholding in the share capital of the entity.