Growing with a Strong Legal Foundation: Nextica for Startups and Entrepreneurs
At Nextica Law & Tax, we understand that both entrepreneurs and freelancers face unique challenges in the business world. Our team specializes in supporting startups, family-owned businesses, and freelancers, providing ongoing legal services that ensure a solid foundation for your project's growth. With extensive experience in e-commerce through marketplaces and technology-based companies, we help you make strategic decisions with complete legal certainty.
Services that affect you most
Corporate Law
Shareholders' Agreements
At Nextica Law & Tax, we understand that both entrepreneurs and freelancers face unique challenges in the business world. Our…
View serviceStartups, Freelancers and Family Businesses
At Nextica Law, we understand that both entrepreneurs and freelancers face unique challenges in the business world. Our team…
View serviceIndustrial and Intellectual Property
At Nextica Law, our EUIPO-certified lawyers are experts in the protection of intellectual and industrial property rights. We…
View serviceCorporate Law
At Nextica Law & Tax, we know that every important business decision requires a solid legal foundation and strategic solutions…
View serviceData Protection (GDPR)
In an increasingly digital world, data privacy is not just a legal obligation, but an opportunity to differentiate yourself from…
View serviceCommercial Contracts
At Nextica Law, we know that contracts are the core of your business. We specialize in drafting and negotiating commercial…
View serviceCompany Sale & Purchase and Due Diligence
Buying or selling a company without thorough due diligence means blindly signing up to risks that surface later.
View serviceAccounting & Finance Consultancy
Business Plans
The lack of clarity in a company's direction can create uncertainty and hinder its growth. At Nextica Law, we help you create a…
View serviceBookkeeping and Accounting Supervision
The accounting of a company is much more than complying with tax regulations: it is the foundation for making strategic decisions…
View serviceExternal Financial Management (outsourced CFO)
Many companies need a CFO, but not a CFO's salary.
View serviceSTARTUP LAW (LAW 28/2022) — THE ADVANTAGES YOU SHOULD KNOW
Favorable tax regime for investors in startups
50% deduction of the investment in personal income tax (up to €100,000 deduction base), compared to the 30% general rate for newly created companies.
Exemption of up to €50,000 per year in personal income tax for stock options of certified emerging companies (Law 28/2022), with taxation of any excess deferred until the shares are sold or the company goes public.
Deferral of IRPF
startup partners who change their residence to Spain can benefit from the expat regime (art. 93 LIRPF) with a fixed tax rate of 24% up to €600,000.
Facilities for startups accredited by ENISA
accreditation procedure that allows access to the tax benefits of the law.
In detail
Phase 0 — Before Launch
Formation of the SL with statutes designed for startups (not the generic model from the notary). Founders' agreement regulating the relationships between co-founders before there's any money or investors involved. NDA to share the idea with trusted third parties. Privacy policy and legal notice for the website or app if there are users.
Phase 1 — First customers and team
Contracts with first clients (MSA, SaaS, pilot contracts). Protection of intellectual property. GDPR from the first user. Employment contracts for the first team, including founders' vesting if it was not done in the previous phase.
Phase 2 — Seed round
Review or drafting of the investor's term sheet. Shareholders' agreement with specific clauses for investors: antidilution (weighted average usually), tag along, drag along, information rights, veto rights in strategic decisions, and liquidation preference. SAFE or convertible note if that is the chosen structure. Preparation of the data room for the investor's due diligence process.
Phase 3 — Growth and Series A
Structure to operate in other countries (subsidiary vs. branch vs. distribution). ESOP: stock option plan for the key team, with an analysis of the tax advantages of Law 28/2022 (exemption of up to €50,000/year in personal income tax for certified emerging companies, with taxation of any excess deferred until the sale of the shares or an IPO).
Frequently asked questions
When is the right time to sign the partnership agreement?
Before any investor comes into the capital. If there are co-founders, the agreement should be signed at the moment of incorporation or immediately after. If the agreement is not signed before the first round, the negotiating position of the founders is significantly weakened: the investor has money, the founders need the money, and that changes the dynamics of the negotiation.
What is a SAFE and when is it advisable to use it?
A SAFE (Simple Agreement for Future Equity) is a financing instrument through which the investor provides money to the startup today in exchange for the right to receive shares in a future known valuation round. It is not debt, does not accrue interest, and has no expiration date. It is especially useful in early-stage financing rounds where valuation is difficult to determine. In Spain, the SAFE is not expressly regulated but is valid as an atypical contract.
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