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.
STARTUP 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 €12,000 annually in income tax (IRPF) for employment income derived from stock options of startups, provided that the requirements of the law are met.
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.
En detalle
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 analysis of the tax advantages of Law 28/2022 (exemption of up to €12,000/year in IRPF for options of startups that meet the requirements).
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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