Spain's Startup Law (Ley 28/2022): Full Guide

Complete guide to Spain's Startup Law: empresa emergente certification, 15% corporate tax, stock options, investor deductions, and entrepreneur visas.

Spain's Startup Law, formally known as Ley 28/2022, de 21 de diciembre, de fomento del ecosistema de las empresas emergentes, marked a turning point in the country's approach to entrepreneurship and innovation. Enacted on 1 January 2023, this legislation introduced a comprehensive package of tax incentives, simplified administrative processes, and new visa pathways designed to attract founders, investors, and highly qualified professionals from around the world. If you are considering launching a startup in Spain or investing in one, this guide covers everything you need to know heading into 2026.

What Is the Startup Law?

The Startup Law created a new legal category called the empresa emergente (emerging company or startup) and built an entire ecosystem of benefits around it. Before this law, Spain had no specific legislative framework for startups — founders faced the same tax rates, bureaucratic timelines, and regulatory requirements as any other company. The law changed that by introducing reduced corporate tax rates, generous stock option exemptions, streamlined company formation, and dedicated visa categories for entrepreneurs and remote workers.

The law also amended several existing pieces of legislation, most notably expanding the Beckham Law special tax regime to include entrepreneurs, digital nomads, and professionals working for startups.

What Qualifies as an Empresa Emergente?

Not every new company qualifies for startup benefits. Article 3 of Ley 28/2022 sets out strict criteria that a company must meet simultaneously to be certified as an empresa emergente.

Eligibility Requirements

To qualify as an empresa emergente, your company must meet all of the following conditions:

1. Newly created or less than 5 years old — The company must have been incorporated within the last 5 years (measured from the date of registration of the public deed of constitution in the Registro Mercantil or the relevant Cooperative Registry). This extends to 7 years for companies in biotechnology, energy, industrial sectors, and other strategic areas, as well as companies that have developed proprietary technology designed entirely in Spain.

2. Not formed through a merger, division, or transformation — The company must not have resulted from a corporate restructuring of entities that do not themselves qualify as empresas emergentes. This prevents established businesses from spinning off divisions to claim startup benefits.

3. No dividend distribution — The company must not have distributed dividends or returns on equity since its incorporation. Profits must be reinvested in the business.

4. Not listed on a regulated market — The company cannot be traded on any regulated stock exchange. However, listing on multilateral trading facilities (such as BME Growth) is permitted.

5. Registered office in Spain — The company's domicilio social (registered office) must be located in Spanish territory. If the company is part of a group, the parent entity must also be established in Spain.

6. At least 60% of the workforce employed in Spain — A minimum of 60% of the company's employees must hold employment contracts (contratos laborales) subject to Spanish labor legislation.

7. Innovative project with a scalable business model — The company must develop new or substantially improved products, services, or processes compared to the current state of the art, and the business model must be scalable. This is perhaps the most subjective criterion, and it is assessed by ENISA (Empresa Nacional de Innovación, S.A.) during the certification process.

8. Annual turnover below EUR 10 million — The company's revenue must not exceed EUR 10 million per fiscal year.

What Counts as "Innovative"?

The law defines an innovative company as one whose purpose is to solve a problem or improve an existing situation through the development of substantially improved products, services, or processes. ENISA evaluates innovation based on active R&D activities, registered intellectual property (patents, software), receipt of public or private innovation funding, participation in accelerators or incubators, and the scalability and market potential of the business model.

The ENISA Certification Process

The gateway to all startup benefits is the certificación de empresa emergente, which is issued by ENISA, a public company under the Ministry of Industry and Tourism. Without this certification, none of the tax incentives, visa advantages, or administrative shortcuts apply.

How to Apply

The certification process is conducted entirely online through the ENISA client portal. Here is the step-by-step procedure:

1. Register on the ENISA portal — Create an account using your company's certificado digital (digital certificate) or through the Cl@ve electronic identification system.

2. Complete the application form — Provide company details including your NIF (tax identification number) — which requires a valid NIE — registered address, date of incorporation, and a description of your innovative project.

3. Submit required documentation — This includes:

   • Public deed of constitution (escritura pública de constitución)
   • Most recent filed annual accounts (cuentas anuales)
   • Certificate of tax compliance from AEAT
   • Certificate of Social Security compliance
   • A sworn declaration (declaración responsable) confirming that the company meets all Article 3 requirements

4. ENISA evaluation — ENISA assesses whether your project qualifies as innovative and scalable. They may request additional information or clarification during this phase.

5. Resolution — The certification procedure is governed by Orden PCM/825/2023, which regulates the criteria and procedure. A critical feature is silencio administrativo positivo (positive administrative silence): if ENISA does not respond within three months, the certification is automatically granted.

Certification Timeline

The entire process typically takes between 1 and 3 months from submission. The positive silence rule provides a backstop, but in practice most applications receive an explicit decision. ENISA has been progressively reducing processing times as the system matures.

Tax Benefits for Certified Startups

The tax incentives under Ley 28/2022 represent the most significant advantages for certified empresas emergentes. These benefits apply from the moment certification is granted and remain in effect for as long as the company holds its startup status.

Reduced Corporate Tax Rate: 15%

Certified startups pay a reduced Impuesto sobre Sociedades (Corporate Tax) rate of 15% instead of the standard 25%. This reduced rate applies during the first tax period in which the company reports a positive taxable base (base imponible positiva) and for the following three tax periods — a total of up to four consecutive years of reduced taxation. By contrast, the standard corporate tax rate in Spain is 25% for most companies, or between 19% and 22% for micro-enterprises under the new progressive rates being phased in through 2026.

Tax Payment Deferral

Startups can defer their Corporate Tax and Non-Resident Income Tax (IRNR) payments for the first two tax periods in which they record positive taxable income. The deferral periods are:

• 12 months for Corporate Tax
• 6 months for Non-Resident Income Tax

No collateral, guarantees, or late payment interest are required for these deferrals. This is a significant cash flow advantage for early-stage companies that are reinvesting every euro into growth.

Stock Option Regime: EUR 50,000 Exemption

One of the most impactful reforms for talent attraction is the enhanced stock option (opciones sobre acciones) regime. The tax-exempt threshold for shares or stock options delivered to employees has been raised from EUR 12,000 to EUR 50,000 per year. This means a startup employee receiving equity compensation worth up to EUR 50,000 annually pays no income tax on that amount at the time of grant.

Furthermore, taxation on stock options is deferred until a liquidity event occurs — either when the shares are sold, the company goes public, or more than 10 years have elapsed since the grant. This aligns Spain with international best practices and makes it far easier for startups to compete for top talent against companies offering cash-heavy compensation packages.

No Mandatory Quarterly Tax Prepayments

Certified startups in their first two years of positive income are exempt from making the quarterly pagos fraccionados (fractional payments) that are normally required of all Spanish corporations. This eliminates yet another cash flow burden during the critical growth phase.

Investor Incentives

Ley 28/2022 significantly enhanced the tax benefits available to individual investors who back startups, making Spain one of the more attractive environments for angel investment in Europe.

Personal Income Tax Deduction for Investors

Article 68.1 of the Ley 35/2006 (LIRPF) was amended to increase the deduction for investment in newly created companies:

• Deduction rate: 50% of the amount invested (up from 30%)
• Maximum deductible base: EUR 100,000 per year (up from EUR 60,000)
• Maximum annual tax saving: up to EUR 50,000

This means an angel investor who puts EUR 100,000 into a certified startup can deduct EUR 50,000 directly from their personal income tax bill in that fiscal year.

Extended Investment Window

The timeframe for qualifying investments has been extended from 3 years to 5 years from the date of the company's incorporation (or 7 years for companies in strategic sectors). This gives investors more time to identify and back promising startups that may not raise their first external round immediately after incorporation.

Founder-Friendly Rules

Previously, founders and their close family members who held more than 40% of the company's share capital were excluded from the investor deduction. The Startup Law removed this restriction — founders can now claim the same deduction on their own investments, which is a major change for bootstrapped companies where the founder is also the primary investor.

Capital Gains Exemption on Reinvestment

When an investor sells their shares in a startup, they can claim a full or partial exemption on the resulting capital gain, provided the proceeds are reinvested in another qualifying startup. This mirrors the "rollover relief" concept found in the UK's EIS/SEIS schemes and encourages serial angel investment.

Connection to the Beckham Law

One of the most strategically important aspects of Ley 28/2022 is how it expanded Spain's Beckham Law (Régimen Especial de Impatriados) to include entrepreneurs and startup professionals. Before the Startup Law, the Beckham Law was primarily available to employed workers transferred to Spain. Now, the following additional categories can access the special tax regime:

• Entrepreneurs who move to Spain to develop an innovative business activity, provided their project receives a favorable report from ENISA
• Highly qualified professionals who provide services to certified empresas emergentes
• Digital nomads who work remotely for foreign employers while residing in Spain under the digital nomad visa
• Company directors of entities in which they do not hold more than 25% of the share capital

Under the Beckham Law, qualifying individuals pay a flat 24% tax rate on Spanish-sourced income up to EUR 600,000 (47% on any excess), instead of Spain's progressive IRPF rates that can reach over 50% depending on the autonomous community. The regime applies for the year of arrival plus the following 5 fiscal years — a total of up to 6 years. The prior non-residency requirement was also reduced from 10 years to just 5 years. For details on how Spain determines who counts as a tax resident, see our guide to tax residency rules.

Visa and Residency Options for Entrepreneurs

Ley 28/2022 also introduced and reformed several visa categories relevant to startup founders and tech professionals.

Entrepreneur Visa (Visado de Emprendedor)

Non-EU citizens who plan to launch an innovative business in Spain can apply for an Entrepreneur Visa. The process begins with submitting your business plan to ENISA, which evaluates whether the project qualifies as innovative and of special economic interest to Spain. A favorable ENISA report is a prerequisite for the visa application, which is then submitted to the Spanish consulate in your country of residence or directly to the Unidad de Grandes Empresas y Colectivos Estratégicos (UGE-CE) if you are already in Spain.

The Entrepreneur Visa grants an initial residence and work authorization for 1 year, renewable for successive 2-year periods as long as the business activity continues. Once approved, you will receive a TIE card (Tarjeta de Identidad de Extranjero) as your physical proof of residence.

Digital Nomad Visa (Visado para Teletrabajo Internacional)

Introduced directly by the Startup Law, the digital nomad visa allows non-EU remote workers to live in Spain while working for companies located outside Spanish territory. Key requirements include:

• Minimum monthly income of 200% of the SMI (Salario Mínimo Interprofesional), which translates to approximately EUR 2,762 per month in 2026
• A professional relationship with a company outside Spain for at least 3 months prior to the application
• If self-employed (autónomo), work for Spanish clients must not exceed 20% of total professional activity

The visa is valid for up to 1 year (when applied for at a consulate abroad) or the residence authorization can be granted for up to 3 years (when applied for from within Spain).

Highly Qualified Professional Visa

Professionals providing services to certified startups — such as senior engineers or data scientists — can obtain residence authorization under simplified procedures with faster processing and reduced documentation.

Startup vs. Standard Company: Key Differences

Simplified Company Formation

The Startup Law introduced a fast-track incorporation process for new companies. Founders can now create a Sociedad Limitada (SL) entirely online through a unified electronic procedure (Documento Único Electrónico, or DUE) that combines notary, Registro Mercantil, and tax filings into a single step. For companies with initial share capital of EUR 3,100 or less (the legal minimum for an SL), notary and registry fees are eliminated entirely. The government's target is to complete the entire incorporation process within 6 hours, and through the Plataforma One portal, founders can access all relevant services in one place.

Additionally, companies can operate with a share capital of just EUR 1 during the first year, with the obligation to increase to the EUR 3,100 minimum within 12 months.

Practical Steps to Get Started

1. Validate your eligibility — Review Article 3 requirements. Your project must be genuinely innovative and scalable; traditional services businesses are unlikely to qualify.

2. Incorporate your company — Register a Sociedad Limitada (SL) through the DUE process. Obtain your NIF and certificado digital.

3. Apply for ENISA certification — Submit through the ENISA portal with all documentation. Budget 1 to 3 months.

4. Activate tax benefits — Ensure Corporate Tax filings reflect the 15% rate, and file your annual Modelo 100 tax return accordingly. If applicable, apply for the Beckham Law through Modelo 149 within 6 months of Social Security registration.

5. Apply for a visa (if non-EU) — Request a favorable ENISA report for the entrepreneur visa, or apply for the digital nomad visa if working remotely.

6. Maintain compliance — File annual accounts, keep the 60% workforce ratio, and stay below EUR 10 million turnover. Report changes to ENISA promptly.

Frequently Asked Questions

Can I apply for ENISA certification if my company was founded before the Startup Law took effect?

Yes, as long as your company meets all the Article 3 requirements at the time of application — including the age limit of 5 years (or 7 for strategic sectors). Companies founded before 1 January 2023 are eligible provided they are not yet past the relevant age threshold and meet all other conditions. The law does not require that the company was incorporated after its enactment.

Can I combine the Startup Law's 15% corporate tax rate with the Beckham Law's 24% personal income tax rate?

Yes, and this is one of the most powerful combinations available. Your startup pays 15% corporate tax on its profits, and you as the founder (if you qualify for the Beckham Law) pay only 24% on your Spanish-sourced personal income — salary, dividends, or director fees. To access the Beckham Law, you must not have been a Spanish tax resident in the 5 years prior to your move, and your entrepreneurial activity must receive a favorable ENISA report. Consult a tax advisor to structure this optimally.

What happens if my startup grows beyond the EUR 10 million revenue cap or exceeds the 5-year age limit?

Your company will lose its empresa emergente certification and the associated benefits going forward. However, benefits already claimed in prior tax periods are not clawed back. The transition is prospective — from the moment you cease to qualify, standard tax rates and rules apply. You are required to notify ENISA of any changes that affect your eligibility status.

Is the entrepreneur visa available to EU citizens?

EU/EEA citizens do not need a visa or residence permit to live and work in Spain. However, they can still benefit from the startup tax incentives, ENISA certification, and the Beckham Law if they meet the relevant eligibility requirements. The entrepreneur visa and digital nomad visa are specifically designed for non-EU nationals who need a legal basis for residence.

How does Spain's Startup Law compare to similar programs in other EU countries?

Spain's Startup Law is considered one of the most comprehensive in Europe. France's La French Tech Visa and Portugal's Tech Visa offer residence pathways but lack the same breadth of tax incentives. Italy's Startup Innovativa regime has a more restrictive innovation definition. The combination of the 15% corporate rate, EUR 50,000 stock option exemption, 50% investor deduction, and Beckham Law access makes Spain particularly competitive in Southern Europe.

Final Considerations

Spain's Startup Law has fundamentally changed the entrepreneurship landscape. The combination of a 15% corporate tax rate, EUR 50,000 stock option exemptions, 50% investor deductions, and streamlined visa pathways — paired with the Beckham Law's flat 24% personal rate — makes Spain a genuinely competitive destination for founders.

The law is still relatively young and its implementation continues to evolve. Working with a Spanish lawyer and tax advisor who specialize in startup law is strongly recommended, especially for non-EU founders navigating both business and immigration simultaneously. Keep in mind that once you become a Spanish tax resident, you may also need to understand the wealth tax, the Modelo 720 foreign asset declaration, and Spain's double taxation treaties if you retain income sources abroad. See also our guides to the Beckham Law and the digital nomad visa.