Corporate law for a tech company: the round is a shareholders' meeting, and the articles decide what you can do that day
Nextica Law & Tax runs a tech company's corporate life: capital increases with share premium and disapplication of pre-emption rights to bring the investor in, convertible notes and SAFE-type agreements and their conversion, classes of shares with different economic and voting rights, articles built for what is coming —drag and tag along, ancillary obligations, reinforced majorities—, and share option and phantom share plans within the framework of Law 28/2022 on emerging companies.
A round is a shareholders' meeting and a deed. The problem appears when the articles do not allow what the term sheet promised.
What's included
1. Reviewing the articles before negotiating the round, to know what they allow today and what will have to be amended at the same meeting.
3. Documenting convertible notes and SAFE-type agreements and their conversion, with the balance sheet effect stated until they convert.
5. Designing the incentive plan
options over shares to be issued in a future increase, or phantom shares, depending on what is really being sought.
6. Preparing the meeting and the deed against the closing timetable, and coordinating with the notary and the registry.
THE ROUND IS A MEETING AND A DEED
The term sheet is negotiated over weeks and the corporate transaction is executed in a day. What fails is always what nobody looked at beforehand.
A convertible treated as if it were already equity
until it converts it is a loan, it counts as a liability and it has a maturity date. The next investor looks at that balance sheet, and the gap between what the company thinks it has and what the registry says delays closing more than any other issue.
An option plan built without checking the limited company's restrictions on holding its own shares: it ends up having to be rebuilt as phantom shares or as options over shares to be issued, and whoever signed expecting to become a shareholder will not.
Companies ActShareholders' register and beneficial ownership not updated after the transaction: a formal obligation nobody remembers until the next round's due diligence, and then the whole history has to be reconstructed.
Companies ActWHAT LEGAL FORM SUITS YOU? — COMPARATIVE ANALYSIS
| Limited Liability Company (LLC) | Public Limited Company (PLC) | Self-employed individual | |
|---|---|---|---|
| Legal framework | Royal Legislative Decree 1/2010 (LSC), arts. 86-310 | Royal Legislative Decree 1/2010 (LSC), arts. 1-85 and 162-310 | ET + LIRPF + Law 20/2007 TRADE |
| Minimum capital | €3,000 · no mandatory total immediate payment | 60,000 € · 25% minimum paid in the incorporation | No minimum capital |
| Responsibility | Limited to the contributed capital · personal assets protected | Limited to the contributed capital | Unlimited — responds with all of their personal and family assets |
| Taxation | IS 25% (15% new contributors first 2 years with positive BI) | IS 25% | IRPF marginal rate (up to 47% in Catalonia) |
| When to choose it | Most SMEs, startups, family businesses, and groups with multiple partners. Flexible and with lower incorporation costs. | When an IPO is anticipated, large capital increases with many investors will be made or the company will surpass a certain volume. | One-time activity, very low income, or starting activity with no significant risk. Not recommended if there is a risk of significant debts. |
Legal framework
Minimum capital
Responsibility
Taxation
When to choose it
Frequently asked questions
What is the difference between a convertible note and a SAFE in Spain?
Economically they look alike —money now that converts into equity at the next round, usually with a discount and sometimes with a valuation cap— but legally they are not the same. A convertible note is a loan: until it converts it is company debt, it counts as a liability and it has a maturity date. The SAFE was born in another legal system and here it is documented using the instruments that do exist, usually as a contribution with a commitment to increase capital. The choice is not stylistic: it changes the balance sheet the next investor will see and what happens if the round never arrives.
Can I grant share options in a Spanish limited company?
Yes, but with more care than in a public limited company, because the SL has strict limits on holding its own shares and share transfers are not free. In practice it is solved two ways: options over shares to be issued in a future capital increase, or phantom shares, which do not confer shareholder status and settle in cash when the agreed event occurs. The second is simpler to administer and avoids putting twenty people in the shareholders' register; the first is what someone who genuinely wants to be a shareholder is after, and it shows at the round.
Cases we have worked on
- tecnologia
Pacto de socios que desbloqueó la entrada de un inversor
Let's talk about your company.
Tell us your situation and we'll reply within 24 working hours.