Emerging companies law: the certificate that unlocks the reduced rate and the option exemption
Nextica Law & Tax provides ongoing support to young tech companies: emerging company certification under Law 28/2022 and activation of what it brings —a reduced corporate income tax rate, deferral without guarantees and exemption from instalment payments for the years the law sets out—, the social security status of the founder who works in the company, checking that the activity and structure still meet the requirements, and the compliance calendar a newly formed company tends to discover late.
The emerging company certificate does not arrive on its own. And without it there is no reduced rate and no option exemption.
What's included
1. Diagnosing whether the company currently meets the emerging company conditions and which ones are borderline.
2. Preparing the innovation and scalability report for the certifying body, which is the part that really takes work: describing the project in those terms is not the same as describing it commercially.
3. Filing the certification application and following it through to decision.
4. Activating what the certification brings, with the tax calendar aligned to the years in which it applies.
6. An annual year-end review that the conditions are still met, because the benefits are lost when any one of them stops being met.
7. A check before any corporate transaction, because a well-negotiated acquisition can cost the whole regime if nobody looks.
THE CERTIFICATE IS LOST WITHOUT ANYONE WARNING YOU
Getting emerging company certification is a project; keeping it is an annual review almost nobody carries out.
Conditions that stop being met
exceeding the turnover cap, distributing dividends, being acquired by a company that does not qualify, or passing the maximum age all forfeit the benefits, and the effect reaches back over what was already applied.
Law 28/2022 on emerging companiesAn innovation report written in commercial terms
the innovative and scalable character is assessed by the certifying body, and a sales-oriented product description does not answer what is being asked.
Law 28/2022 on emerging companies🔴 The figure for the share option exemption is deliberately NOT cited here
two of the firm's own sources give different amounts and neither has been verified against the official gazette. What applies is whatever Law 28/2022 sets, and the specific figure is pending confirmation before being published anywhere.
Law 28/2022 on emerging companiesFrequently asked questions
What does Law 28/2022 require for my company to count as emerging?
A set of conditions that must all be met at once and maintained: a maximum age since incorporation, not having arisen from a restructuring, not being listed and not having distributed dividends, a registered office or permanent establishment in Spain, a minimum share of the workforce employed in Spain, a turnover cap, and —the most debated one— an innovative and scalable character assessed by the certifying body. That assessment is the part you prepare: describing the project in terms of innovation and scalability is not the same as describing it in commercial terms.
Can I lose emerging company status?
Yes, and that is the part almost nobody monitors after getting the certificate. The benefits are lost when any requirement stops being met —the turnover cap is exceeded, dividends are distributed, the company is acquired by one that does not qualify, the maximum age is passed— and also if the company is wound up or moves its registered office out of Spain. It is worth reviewing once a year at the close, and particularly before any corporate transaction: a well-negotiated acquisition can cost the whole regime if nobody checks.
Cases we have worked on
- tecnologia
Pacto de socios que desbloqueó la entrada de un inversor
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