Spain's Startup Law: what changes for founders and investors in 2026

Ley 28/2022 of 21 December, known as Spain's Startup Law (Ley de Startups), entered into force on 23 December 2022 —its main tax measures taking effect on 1 January 2023— and has now completed three full years of operation. Against the initial expectation — a disruptive law that would transform Spain into a European tech hub — those who work with it day-to-day offer a more nuanced assessment: its fiscal measures are genuinely useful, but their application demands rigour in meeting the requirements. This analysis covers what the law offers and how to use it effectively.

What qualifies as an "emerging company"

Only entities that satisfy Article 3 of the Law may access its benefits:

• Age: less than five years since incorporation (ten years for biotechnology, energy, industrial and other strategically important sectors).
• Not publicly listed on regulated markets.
• Has not distributed dividends since incorporation.
• Is not a spin-off or continuation of a prior activity.
• Innovative and scalable: must demonstrate that its activity is innovative with growth potential, certified by ENISA (Spain's national innovation agency) or an equivalent body.

ENISA certification is not automatic: it requires a business plan, evidence of the innovative nature of the product or service and an evaluation process that must be resolved within three months, after which silence counts as approval. Obtaining this certification is the essential first step before accessing the most important benefits.

The impatriate tax regime: a 24% income tax rate

Ley 28/2022 modernised the special regime for workers relocated to Spain under Article 93 LIRPF — the so-called Beckham regime — and substantially extended its scope:

• Extended to self-employed: workers who move to Spain to carry on an innovative economic activity or one of special economic interest may now opt into the regime, which was previously unavailable to them.
• Extended to digital nomads: employees who relocate to Spain to work remotely for foreign companies, including holders of the international telework visa, may opt in (Article 93.1.b).1.º LIRPF).
• Reduced tax rate: those who opt in apply a 24 % rate on employment income up to €600,000 (Article 93.2.e).1.º LIRPF) (instead of the general progressive scale, which can reach 47 %). Income above that threshold is taxed at 47 %.
• Duration: the regime applies for the tax period of relocation and the following five tax years.
• Access requirements: the individual must not have been a Spanish tax resident in the five years before relocation and must have a contract, a job offer in Spain or an innovative self-employed activity.

Stock options: up to €50,000 exempt

One of the most anticipated reforms was the improvement of the tax treatment of employee stock option plans for startup employees. Before Ley 28/2022, the IRPF exemption at exercise was limited to €12,000. After the reform:

• The exempt threshold increases to €50,000 per year for options on shares in certified emerging companies.
• Taxation of the excess is deferred: it does not arise at exercise but at the point of transfer of the shares acquired, which avoids the liquidity problem of paying tax on a gain not yet realised in cash.
• The excess over that threshold is not exempt but deferred: it is taxed as employment income in kind and is attributed when the company is listed or the employee sells the shares and, in any event, ten years after the award (Article 14.2.m) LIRPF).

Carried interest: incentive for venture capital managers

Fund managers who earn performance fees linked to fund returns (carried interest) previously paid income tax at marginal rates of up to 47 %. Ley 28/2022 introduces a 50 % reduction in the applicable tax base, provided the requirements of the fifty-third additional provision of the LIRPF are met: the special economic rights must be conditional on the other investors in the entity obtaining a minimum return defined in its rules or articles, and the shares, units or rights must be held for a minimum period of five years.

The entrepreneur visa and the digital nomad visa

For third-country nationals, Ley 28/2022 introduced two routes:

Entrepreneur visa (Articles 69 and 70 Ley 14/2013 as amended): for those who wish to create or develop an innovative business project in Spain. Requires a favourable ENISA report on the innovative nature and Spanish interest of the project (Article 70.1). The permit is valid for three years, renewable for two, and leads to permanent residence after five years (Article 69).

Digital nomad visa (Articles 74 bis to 74 quinquies Ley 14/2013): for employees or self-employed workers who perform their activity remotely for companies based outside Spain. Requirements include an employment or professional relationship of at least three months with a company that has been genuinely and continuously trading for at least one year, and a degree from a reputable university, vocational training centre or business school, or three years' professional experience (Articles 74 bis.2 and 74 ter). The visa is valid for up to one year; the holder may then apply for a residence permit of up to three years, renewable for two-year periods (Articles 74 quater and 74 quinquies). Holders who are employees may opt into the impatriate special regime.

How we help founders and investors with Spain's Startup Law at RCM Legal

The benefits of Ley 28/2022 are real, but there is a frequent gap between what the law offers and what a company can actually demonstrate. The most common mistake is assuming the company qualifies as an "emerging company" without ENISA certification — without it, none of the benefits apply. This is compounded by cases where the impatriate regime is claimed without satisfying the five-year prior non-residence requirement, and stock option plans are designed without considering the interaction between the deferral mechanism and the eventual tax treatment on share transfer. Acting on unverified assumptions creates tax contingencies that, when uncovered in a tax inspection, prove costly.

At RCM Legal we advise founders and investors through the ENISA emerging company certification process, design fiscally efficient stock option plans, apply the special impatriate tax regime and assist with the entrepreneur visa and digital nomad visa procedures. If you are founding a startup in Spain or planning to relocate under Ley 28/2022, tell us about your project.