Spain's Startup Law (Ley 28/2022): the complete guide for founders, freelancers and small businesses

Direct answer: Spain's Startup Law — Ley 28/2022, de fomento del ecosistema de las empresas emergentes — gives qualifying newly created companies a reduced 15% corporate tax rate for up to four years, lets founders defer part of that tax bill without guarantees, raises the tax-exempt threshold on stock options handed to employees, expands the "Beckham Law" impatriate regime to founders and remote workers, and improves the deduction for investing in new or recently created companies under the Ley del IRPF. None of this is automatic: a company must be certified as an "empresa emergente" by ENISA before any of these benefits apply.

For founders relocating to Spain, freelancers (autónomos) structuring a first company, or foreign investors backing a Spanish entity, Ley 28/2022 is the single most relevant piece of legislation published in the last decade for early-stage companies. It entered into force on 23 December 2022, and its tax provisions apply from the 2023 tax year onward. This guide sets out, article by article, what qualifies, what each incentive is worth, and where founders most often go wrong applying it.

Who counts as an "empresa emergente" under Ley 28/2022?

That last requirement is where most applications fail. ENISA does not certify a company simply for being small or new; it evaluates whether the business model is genuinely innovative and scalable, using criteria such as technological differentiation, addressable market size, and growth trajectory. The certification process is done online through ENISA's portal and typically takes a few weeks. Without it, none of the tax benefits described below apply — a distinction that matters enormously for a freelancer converting a side project into a limited company (sociedad limitada) and assuming the Startup Law benefits kick in the moment the company is incorporated.

The reduced 15% corporate tax rate

Standard Spanish corporate tax (Impuesto sobre Sociedades) is 25%, with a reduced 23% rate for small companies under certain turnover thresholds. Ley 28/2022 cuts this further for certified startups: a flat 15% rate applies in the first tax year in which the company generates a positive tax base and in the following three years, provided the company retains its "empresa emergente" status. This is a meaningful cash advantage in the years when a startup is most likely to be reinvesting every euro of margin into product and hiring.

Two details trip founders up here. First, the four-year window is counted from the first year of positive taxable income, not from incorporation — a company that loses money for its first two years and only turns a taxable profit in year three gets the 15% rate for that year and the following three, not a fixed calendar window tied to founding date. Second, losing ENISA certification (for example, by exceeding the five-year age limit or distributing dividends) ends the reduced rate immediately for the following tax year, even mid-benefit.

Deferral of tax payment without guarantees or interest

Article 8 of Ley 28/2022 allows a certified startup to request deferral of its Impuesto sobre Sociedades payment for the first two tax years in which the taxable base is positive, without providing guarantees and without accruing late-payment interest — a departure from the general deferral regime under the Ley General Tributaria, which normally requires collateral above certain amounts. The deferral period is 12 months for the first tax year and 6 months for the second, counted from the end of the voluntary payment period. For a startup managing tight runway between funding rounds, this is a genuine liquidity tool rather than a marginal perk.

Stock options: a materially higher tax-exempt threshold

Before Ley 28/2022, stock options (opciones sobre acciones or "phantom shares" arrangements) granted to employees were taxed as employment income (rendimiento del trabajo) above a modest €12,000 annual exemption under Article 42 of the Ley del IRPF, which made equity compensation an unattractive recruiting tool compared to jurisdictions like the UK or the US. The Startup Law raised that exemption to €50,000 per year for shares or stock options granted by a certified startup to its own employees, directors, or employees of group companies, provided the offer is made on the same terms to all employees or to employees within the same professional category.

Just as significant as the higher threshold is the deferred taxation trigger. Under the general regime, the taxable event for stock options normally arises when the option is exercised — often years before the shares are liquid. Ley 28/2022 defers taxation of the gain exceeding the €50,000 exemption until whichever of the following occurs first: the shares become liquid (a sale, IPO, or similar liquidity event), the company ceases to qualify as a startup, or 10 years pass from the grant. In practice this means an employee holding illiquid startup equity is not forced to pay income tax on a paper gain they cannot yet cash out — a structural fix that previously deterred equity-based compensation entirely.

The investment deduction: 50% up to a €100,000 base

For angel investors and early backers, Ley 28/2022 amended Article 68.1 of the Ley del IRPF to nearly double the personal income tax deduction for investing in new or recently created companies: the deduction rate rose from 30% to 50%, and the maximum deduction base rose from €60,000 to €100,000 per year. In practice, an investor putting €100,000 into a qualifying Spanish startup can deduct up to €50,000 directly from their IRPF liability, subject to standard requirements — holding the shares for between three and twelve years, the investee not being listed, and the investment representing a genuine equity stake rather than a loan.

This provision matters for foreign investors structuring Spanish holding vehicles as much as for domestic angels, since it directly affects the after-tax return calculus on early-stage Spanish deals. It is one of the reasons IgeraGestorías routinely flags this deduction when structuring cap tables for clients raising a friends-and-family or angel round.

Expanded impatriate regime: founders and remote workers can now qualify

Spain's impatriate tax regime, popularly known as the "Beckham Law" (Article 93 of the Ley del IRPF), lets qualifying individuals who relocate their tax residence to Spain be taxed as non-residents for up to six tax years — a flat 24% rate on Spanish-source employment income up to €600,000, rather than progressive IRPF rates that can exceed 45%. Before Ley 28/2022, this regime was largely limited to employees relocated by their employer.

Ley 28/2022 expanded eligibility significantly. It now covers: founders and administrators of Spanish startups (even without an employment relationship, provided they are not merely passive shareholders), remote workers employed by a foreign company who relocate to Spain and work remotely (the so-called "digital nomad" route, requiring an international teleworking visa), highly qualified professionals providing services to emerging or innovative companies, and — new in this reform — the impatriate's spouse and children under 25 (or of any age with a disability), each able to apply the regime independently under certain income thresholds. For an international founder incorporating a Spanish startup and relocating with family, this expanded scope is often the single most valuable provision in the entire law, since it can mean the difference between an effective marginal tax rate near 24% and one above 45%.

IgeraGestorías in action: is a UK-incorporated founder eligible?

A common question from international founders is whether relocating to Spain and incorporating a new Spanish entity — while having previously run a company abroad — creates any conflict with the Startup Law's "newly created" requirement, or with the impatriate regime's residency rules.

What happens if a startup loses ENISA certification mid-benefit?

A representative case: a Barcelona-based fintech certified as an empresa emergente in 2023 raised a Series A in 2025 that pushed it past the point where it was still, functionally, a startup by market standards — though it remained within the five-year age limit. The relevant trigger under Ley 28/2022 is not funding size but the statutory conditions themselves: age limit, non-listing, no dividend distribution, and no merger origin. As long as those hold, ENISA certification and the associated tax benefits continue regardless of headcount or valuation growth. The benefits end only when one of the disqualifying events in Article 3 actually occurs — most commonly, exceeding the five-year (or seven-year, for qualifying sectors) age threshold, or the company beginning to distribute dividends to shareholders.

This distinction — that growth itself doesn't disqualify a startup, but specific legal triggers do — is frequently misunderstood by founders who assume raising a large round or hiring quickly will cost them the reduced tax rate. It won't, provided the company still meets Article 3's formal criteria.

Frequently asked questions about Spain's Startup Law

Can a freelancer (autónomo) benefit directly from Ley 28/2022?

Not as a sole trader. The Startup Law's core benefits — the 15% corporate tax rate, the deferral, and the stock option exemption — apply to companies (typically a sociedad limitada) certified as empresas emergentes, not to individuals operating under the autónomo regime. A freelancer wanting these benefits needs to incorporate a qualifying company; however, a freelancer investing personal savings into someone else's certified startup can claim the 50% IRPF investment deduction as an individual.

How long does ENISA certification take?

There is no fixed statutory deadline, but in practice ENISA typically resolves applications within a few weeks through its online portal, provided the business plan and required documentation clearly demonstrate innovation and scalability. Companies should apply for certification before relying on any Startup Law benefit in their tax planning.

Does a foreign-owned Spanish subsidiary qualify as an empresa emergente?

It can, provided it meets Article 3's requirements independently — including having its registered office or a permanent establishment in Spain and not being the result of a merger or spin-off of an existing non-startup company. Being a subsidiary of a foreign parent is not itself disqualifying, but the Spanish entity must be genuinely newly created and meet the innovative business model test on its own merits.

Do stock options granted before Ley 28/2022 benefit from the new €50,000 exemption?

The favourable regime applies to the tax treatment from the 2023 tax year onward for shares and options that meet the law's conditions; the practical effect depends on when the taxable event (typically exercise or liquidity) occurs. Founders with option pools granted before the reform should have their specific grant dates and vesting terms reviewed to confirm which regime applies.

Can a digital nomad working remotely for a foreign company qualify for the Beckham Law under this reform?

Yes. Ley 28/2022 extended the impatriate regime to remote workers employed by non-Spanish companies who relocate their tax residence to Spain, typically via the international teleworking visa route, provided they meet the regime's residency and prior non-residency requirements under Article 93 of the Ley del IRPF.

Can IgeraGestorías handle both ENISA certification and the Beckham Law application?

IgeraGestorías structures the ENISA certification file, models the corporate tax and stock option impact, and prepares the impatriate regime application in parallel, always citing the exact article of Ley 28/2022 or the Ley del IRPF that applies to each situation.