LumenWhich companies can be certified as a startup (empresa emergente) under Spain's Startup Law?
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A company qualifies if it is new or under five years from registration (seven in biotech, energy, industrial and other strategic sectors), not formed by merger or split, has paid no dividends, is unlisted, is based in Spain with 60% of staff on Spanish contracts, and runs an innovative, scalable project certified by ENISA.
Key facts
| What | The source says | Source |
|---|---|---|
| Age of the company | New, or no more than 5 years since registration of the deed of incorporation; 7 years for biotechnology, energy, industrial and other strategic sectors, or companies with own technology designed entirely in Spain | Ley 28/2022, art. 3.1.a |
| Origin | Not created by merger, split or transformation of companies that are not startups | Ley 28/2022, art. 3.1.b |
| Dividends | Does not distribute and has never distributed dividends | Ley 28/2022, art. 3.1.c |
| Listing | Not listed on a regulated market | Ley 28/2022, art. 3.1.d |
| Location and staff | Seat, registered office or permanent establishment in Spain; 60% of staff with an employment contract in Spain | Ley 28/2022, art. 3.1.e–f |
| Project | An innovative entrepreneurial project with a scalable business model, assessed by ENISA | Ley 28/2022, arts. 3.1.g and 4.1 |
| ENISA’s deadline | 3 months from a complete application; no notified decision means approval (positive silence) | Ley 28/2022, art. 4.2 |
| Turnover cap | Benefits end if annual turnover exceeds €10 million | Ley 28/2022, art. 6.d; ENISA, Requisitos, item 9 |
| Corporate tax | 15% in the first tax period with a positive tax base and the next three, while the status lasts | Ley 28/2022, art. 7 |
The conditions
Ley 28/2022 (the Startup Law) applies only to legal entities, not to individuals. A company is an “empresa emergente” when it meets all the conditions in art. 3.1 at the same time: the age limit, no merger or split origin, no dividends, no listing, a base in Spain, 60% of staff on Spanish employment contracts, and an innovative, scalable project. If the company belongs to a group, the group or each of its companies must meet the conditions (art. 3.1). The law defines innovative as aiming to solve a problem or improve a situation with new or substantially improved products, services or processes that carry a risk of technological, industrial or business-model failure (art. 3.2).
Companies founded or run by people who are not up to date with tax and social security obligations, or who have been convicted of the offences listed in the law (such as money laundering, tax offences or corporate offences), cannot use the benefits (art. 3.3).
How ENISA assesses it
ENISA checks the conditions and whether the project is innovative and scalable, using at least: degree of innovation, market attractiveness, the company’s life stage, scalability of the business model, competition, the team, dependence on suppliers and leases, and clients. It can refuse when the business model raises reasonable doubts about reputational, regulatory, ethical or speculative risks (art. 4.3). ENISA has three months from a complete application; the clock stops while you fix gaps it asks about (art. 4.2). ENISA then sends the proof to the Mercantile Register, and registration of the status is what gives access to the benefits (art. 5).
When the status ends
The benefits stop when the company stops meeting any condition, including at the end of the five or seven years, if it is wound up, bought by a company that is not a startup, its annual turnover exceeds €10 million, it causes significant environmental harm, or a partner with at least 5% or a director is convicted of a listed offence (art. 6).
Related questions
- This certification is for companies. The entrepreneur residence permit for individuals is a separate procedure under Ley 14/2013, where ENISA issues a report on the person’s business project.
Sources
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