{"id":17567,"date":"2023-05-16T10:40:32","date_gmt":"2023-05-16T10:40:32","guid":{"rendered":"https:\/\/akt.secture-test.com\/?page_id=17567"},"modified":"2026-05-20T10:25:22","modified_gmt":"2026-05-20T10:25:22","slug":"faq","status":"publish","type":"page","link":"https:\/\/akt.secture-test.com\/en\/faq\/","title":{"rendered":"FAQs"},"content":{"rendered":"
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FAQs \u2013 Ley de Startups <\/h4>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
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\n\t\t\t\t\t\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t1. What is the \"Startup Law\" and when will it be \"applicable\"?<\/a>\n\t\t\t\t\t<\/div>\n\t\t\t\t\t

When we talk about the \"Startup Law\" we refer to Law 28\/2022, of 21 December, on the promotion of the startup ecosystem.\u00a0<\/span><\/p>

The rule is in force and takes effect from 23 December 2022. <\/span><\/p><\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t\t\t

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\n\t\t\t\t\t\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t2. In general, what are the main new features it introduces?<\/a>\n\t\t\t\t\t<\/div>\n\t\t\t\t\t

The Startups Law introduces measures in several areas (commercial\/corporate, tax, labour, administrative, etc.). Some of the most noteworthy new features that could be most beneficial to the ecosystem are those relating to improvements in the regime of the <\/span>stock options<\/span><\/i>The tax incentives for investors and for entrepreneurs themselves, those relating to the <\/span>carried interest<\/span><\/i> and the reduction of bureaucracy for certain procedures, as well as for foreign investment.\u00a0<\/span><\/p><\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t\t\t

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\n\t\t\t\t\t\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t3. What is an emerging enterprise?
What requirements must my company meet in order to qualify?<\/a>\n\t\t\t\t\t<\/div>\n\t\t\t\t\t

An emerging enterprise is defined as an enterprise that simultaneously meets the following conditions:<\/span>.<\/p>

  1. Be newly created or, if not, when no more than 5 years have elapsed since the date of registration in the Mercantile or Cooperative Register. This period is extended to 7 years in the case of biotechnology, energy, industrial and other strategic sectors or companies that have developed their own technology, designed entirely in Spain.<\/span><\/li>
  2. Not having arisen from a merger, spin-off or transformation of companies that are not considered as emerging companies.<\/span><\/li>
  3. Not distribute or have distributed dividends or returns.<\/span><\/li>
  4. Not listed on a regulated market.<\/span><\/li>
  5. Have its registered office, registered office or permanent establishment in Spain.<\/span><\/li>
  6. To have 60% of the workforce with employment contracts in Spain.<\/span><\/li>
  7. Develop an innovative entrepreneurial project with a scalable business model<\/span>.<\/li>
  8. If the company belongs to a group (Art. 42 Ccom) all the companies that are part of this group must have the status of emerging companies.<\/span><\/li><\/ol><\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t\t\t
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    \n\t\t\t\t\t\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t4. And what is an innovative or technology-based entrepreneurship project?<\/a>\n\t\t\t\t\t<\/div>\n\t\t\t\t\t

    A technology-based company is understood as a company whose activity requires the generation or intensive use of scientific and technical knowledge and technologies for the generation of new products, processes or services and for the channelling of research, development and innovation initiatives and the transfer of results.<\/span><\/p><\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t\t\t

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    \n\t\t\t\t\t\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t5. What criteria will be assessed to analyse the degree of innovation?<\/a>\n\t\t\t\t\t<\/div>\n\t\t\t\t\t

    Innovation will be analysed at both product and business level. For these purposes, a company will be considered to be innovative when its purpose is to solve a problem or improve an existing situation by developing products, services or processes that are new or substantially improved compared to the state of the art and that entail a risk of technological, industrial or business model failure.\u00a0<\/span><\/p><\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t\t\t

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    \n\t\t\t\t\t\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t6. Who determines whether my Startup qualifies as a \"start-up\"?<\/a>\n\t\t\t\t\t<\/div>\n\t\t\t\t\t

    ENISA (Empresa Nacional de Innovaci\u00f3n, S.M.E., SA), is the entity in charge of this after the application by the company or startup.<\/span><\/p>

    This application can be made through a procedure that will be made available on ENISA's own website, which has yet to be published.\u00a0\u00a0<\/span><\/p>

    At the moment, the website enabled by ENISA to receive notices about the activation of the portal to apply for the emerging company certification is <\/span>here.<\/b><\/a><\/p><\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t\t\t

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    \n\t\t\t\t\t\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t7. What happens if ENISA does not respond to my application?<\/a>\n\t\t\t\t\t<\/div>\n\t\t\t\t\t

    If I have not received a reply within 3 months, it shall be understood to have been approved by positive administrative silence.\u00a0<\/span><\/p><\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t\t\t

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    \n\t\t\t\t\t\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t8. As a foreign investor, is it still necessary to have a NIE to invest in startups?<\/a>\n\t\t\t\t\t<\/div>\n\t\t\t\t\t

    The Law reduces bureaucratic requirements for investors who will not reside in Spain.\u00a0<\/span><\/p>

    Thus, individual investors will no longer need to obtain a NIE to be able to invest in Spain and from now on it will be sufficient to obtain a NIF.<\/span><\/p><\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t\t\t

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    \n\t\t\t\t\t\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t9. What aspects change in the procedure for obtaining it?<\/a>\n\t\t\t\t\t<\/div>\n\t\t\t\t\t

    When the investor is a legal person or an unincorporated entity of foreign nationality, the representative applying for the tax identification number on its behalf must be assigned a TIN and its power of representation may be stated in a notarial document or in a mandate contract with representation in which the acceptance of the tax representation is expressly stated. If the notarial document has been issued by a foreign notary, it is not required to bring its content into line with Spanish law.<\/p>

    The application for the NIF may be made through an electronic procedure that must be resolved by the Administration within 10 working days of the submission of the application.\u00a0<\/p>

    Notaries will now also be able to request the assignment of a TIN for foreign investors when they become partners in a start-up company on the occasion of a capital increase or other corporate transaction.<\/p>

    Finally, the Law also states that a specific website will be set up so that persons interested in obtaining a residence permit under the provisions of the Law, which we have detailed below, can request online appointments to obtain their NIE.<\/p><\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t\t\t

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    \n\t\t\t\t\t\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t10. As an entrepreneur or Startup, for how long will I be able to maintain the benefits associated with \"startup\" status?<\/a>\n\t\t\t\t\t<\/div>\n\t\t\t\t\t

    Profits will cease to apply, both to the start-up and to its investors:<\/span><\/p>

    1. When the company ceases to meet the requirements to qualify as a start-up company (as described in Question 1).<\/span><\/li>
    2. For 5 to 7 years after the creation of the company.<\/span><\/li>
    3. In the event of termination of the company before the end of the period indicated above.<\/span><\/li>
    4. When the annual turnover exceeds 10M euros.\u00a0<\/span><\/li>
    5. When carrying out an activity that generates significant damage to the environment, according to Regulation (EU) 2020\/852 of the European Parliament.\u00a0<\/span><\/li>
    6. In the event that the shareholders who hold, directly or indirectly, a stake of at least 5% of the share capital or administrators have been convicted by final judgement for the offences referred to in the Law itself.<\/span><\/li><\/ol><\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t\t\t
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      \n\t\t\t\t\t\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t11. I have heard that there are changes in the \"treasury stock\" regime. What is treasury stock and how can it affect me?<\/a>\n\t\t\t\t\t<\/div>\n\t\t\t\t\t

      Treasury stock\" is the situation in which a company holds a percentage of its own shares (Art. 134 et seq. LSC).<\/span><\/p>

      Following the entry into force of the Startups Act, start-ups may hold up to a maximum of 20% in treasury shares (previously a maximum of 10%) in order to offer them as incentives to their directors, employees or collaborators. To do so, they must comply with a series of requirements, among which we highlight that this situation must be expressly provided for in their Articles of Association (which are the rules governing the day-to-day running of a company) and be approved by the General Shareholders' Meeting.\u00a0<\/span><\/p>

      This measure applies only to \"start-ups\" that are limited liability companies (S.L.).<\/span><\/p><\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t\t\t

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      \n\t\t\t\t\t\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t12. Does the new law introduce incentives comparable to those of other countries to favor startups, whether emerging or not?<\/a>\n\t\t\t\t\t<\/div>\n\t\t\t\t\t

      Some of the measures included in the Startup Law aim to be comparable to those of other countries, either because there was an obligation to transpose some EU Directives, or because the aim of the Law was to bring us closer to the legal framework and compete with the rest of the EU countries.\u00a0\u00a0<\/span><\/p>

      In this regard, measures have been established to facilitate the entry and stay in Spain of certain groups for economic reasons, with the aim of improving internationalisation. <\/span><\/p><\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t\t\t

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      \n\t\t\t\t\t\t\t\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t<\/i><\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/span>\n\t\t\t\t\t\t\t\t\t\t\t\t13. In relation to the entry and stay in Spain of certain groups, to which groups does the Law refer?<\/a>\n\t\t\t\t\t<\/div>\n\t\t\t\t\t

      Entry and stay will be facilitated for those who can prove that they are:<\/span><\/p>