The startup law has already entered into force

• The law of startup was published in the BOE on December 21
• The standard incorporates new features for the venture capital sector, entrepreneurs and expatriates

On December 22, the BOE published the Law 28/2022, of December 21, for the Promotion of the Ecosystem of Emerging Companies, known as the law of startup and the first in Europe for specific support for the entrepreneurial ecosystem.

News

The main novelties included in the new regulatory text refer to:

• managers and funds
• start-ups, their investors and entrepreneurs
• expats

Startup Tax Benefits

• Taxation

The tax rate is reduced in corporate tax and non-resident income tax, of the general type from 25% to 15% during the first fiscal year with a positive taxable base and in the following three years from its creation date, provided that the aforementioned condition is maintained.

• Postponement of taxation

The deferral of the tax debt of the Corporation tax or of non-resident income tax in the first two years from when the tax base is positive, without guarantees or late-payment interest, for a period of 12 and 6 months respectively.

The obligation to make installment payments of corporation tax and non-resident income tax in the two years after the year in which the tax base is positive is also eliminated.

• Pluriactivity for freelancers

Elimination during three years of the double listing to Social Security for this case.

Talent management

These measures are intended to startup be attractive to professionals:

• Stock options

stock options, or stock options, serve the startup as an initial payment tool and thus be able to hire the talent they need. The main novelty is that the law raises the amount of the tax exemption for share options from 12,000 euros, as is the case with non-emerging companies, to 50,000 euros per year.

In addition, the startup they will be able to distribute stock options only to those professional profiles of special interest.

• Attract external talent

The law values the benefits of the country, from its climate to its high technological development, to become an attractive international destination.

In this sense, benefits of the startup law are offered to digital nomads, understood as entrepreneurs and professionals who telework and decide to do so in our country. These will have a category of visa designed specifically for them valid for one year, among other facilities.

With the aim of repatriating talent, national or foreign, the general requirements to access this regime are relaxed, going from the 10 years that were previously required to 5 years for the requirement of not having previously resided in Spain.

more investment

In order to have more investments, investors must obtain a taxation that interests them. Here are some measurements:

• The investment deduction in newly created companies it increases from the current 30% to 50%. In addition, the base on which it is applied increases from 60,000 euros to 100,000 euros as long as the company's own funds are less than 400,000 euros and up to a period of between 5 and 7 years to subscribe the shares.
• For foreign investors, it reduce bureaucratic requirements for those who are not going to reside in Spain. The Foreigner Identity Number (NIE) is no longer necessary and the application is facilitated on-line of the tax identification number (NIF).
• I also know improves profit sharing of the managers of the investment vehicles, being reduced to 50% of the amount.

Beneficiary companies

This law will apply to emerging companies that simultaneously meet the following conditions:

1. Be newly created or, not being newly created, when no more than five or seven years have elapsed from the date of registration or constitution, depending on the sector.
2. Not having arisen from a merger, spin-off or transformation operation of companies that are not considered emerging companies.
3. Do not distribute or have distributed dividends, or returns in the case of cooperatives.
4. Not listed on a regulated market.
5. Have its registered office, registered office or permanent establishment in Spain.
6. Have 60 % of the workforce with an employment contract in Spain
7. Develop an innovative entrepreneurship project that has a scalable business model.

The certification

The National Innovation Company SA (Enisa) will be responsible for certifying those startup that conform to the norm. It will be the body that is in charge of putting the stamp of startup companies, with a "simple, fast and free procedure for the entrepreneur".

To avoid the accumulation of certification files, the law establishes positive administrative silence for this administrative procedure. For this reason, and after an initial transitional period of six months, ordinarily enisa You will have three months to pronounce, and your silence will be understood as a favorable or affirmative resolution.

Likewise, to avoid subjectivity in some aspects or requirements for certification, Enisa will collaborate with other ministries and organizations that define the criteria to be applied.

Once the certification of startup, the Administration will follow up to see if the organization maintains the requirements that grant it tax and social benefits.