Legal checklist for launching a startup in Spain

Launching a startup in Spain is now more accessible thanks to the Startup Law and the Crea y Crece Law, which have simplified procedures and lowered barriers. However, starting a business still requires completing a series of legal steps that can determine whether your growth is solid or whether future problems arise.

In this updated guide, you’ll find all the essential legal requirements for a startup in Spain, explained practically, with links to Adlanter services and resources to help you at every stage.

Choose the right legal structure

Most startups in Spain opt to register as a Limited Liability Company (SL) due to its agility, flexibility, and low minimum capital (from €1, thanks to the Crea y Crece Law). Still, before you start, it’s important to understand what this legal form entails and whether it truly fits your needs.

If you’re ready to incorporate your company, Adlanter guides you through the entire process, from legal documentation to registration at the Commercial Registry, via our company incorporation service.

 

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Draft a solid shareholders’ agreement

While not mandatory, a shareholders’ agreement is essential for any startup. It regulates relationships between founders, the entry of new investors, and conflict resolution.

It should include clauses such as:

• Governance and decision-making: Reinforced majorities for key decisions.
• Roles and commitment of each founding partner.
• Vesting clauses: To ensure long-term commitment.
• Share transfer rules: Including pre-emption rights, drag-along, and tag-along clauses.
• Non-compete and confidentiality clauses.
• Conflict resolution mechanisms and exit strategies for partners.

Formally establish the company

This is the process for the company to acquire its own legal personality.

• Obtain the company name certificate: Request from the Central Commercial Registry to confirm that the chosen name is unique.
• Deposit the share capital: Transfer the company’s capital to a bank account under the “company in formation.”
• Sign the public deed of incorporation: Founders must appear before a notary to sign the incorporation deed, including the Company Bylaws, which set the fundamental rules of operation (corporate purpose, registered office, management body, etc.).

Tax and registry procedures

1. Request provisional Tax ID (NIF): The notary will request a provisional NIF from the Tax Agency electronically.
2. Corporate Transactions Tax (ISD): Company incorporation is exempt, but the process must still be completed.
3. Registration in the Commercial Registry: The deed must be registered in the province where the company is domiciled. Once registered, the company acquires full legal personality, and the registrar will request the definitive NIF.

Check if your startup qualifies under the Startup Law

Law 28/2022 provides Spain with a dedicated legal framework for startups for the first time.

To be considered a startup, you must meet:

• Less than 5 years old (7 in sectors like biotech or energy).
• Annual turnover below €10 million.
• No distributed dividends.
• Innovative nature certified by ENISA.

Key benefits:

• Reduced 15% Corporate Tax rate.
• Lower social security contributions for founders.
• Streamlined procedures with the Administration.

At Adlanter, we manage your startup certification and help you take advantage of all its benefits through our comprehensive startup solution.

Protect your brand and intangible assets

Your brand is one of your startup’s most valuable assets. Registering it with the OEPM prevents copies, legal disputes, and reputation loss. You can also protect:

• Software
• Designs
• Patents

Adlanter manages the registration process to ensure solid protection from day one.

Comply with GDPR and data protection regulations

If processing personal data (clients, users, employees), you must:

• Maintain a Record of Processing Activities.
• Prepare and implement a clear and accessible Privacy Policy and Cookies Policy.
• Sign data processing agreements with suppliers who access data.
• Appoint a Data Protection Officer (DPO) if required.

Formalize employment and commercial contracts

As your startup grows, clear and well-structured contracts are vital to avoid conflicts. Common types:

• Employment contracts with confidentiality clauses
• Commercial contracts with collaborators
• Employee incentive programs, such as stock options or phantom shares to attract talent

Adlanter drafts customized contracts for each stage of your startup.

Prepare your startup for future funding rounds

Investors seek solid startups with well-organized documentation. Maintaining an updated data room is key. Ensure you have:

• Corporate documents: Deeds, bylaws, shareholders’ agreement, and company books.
• Updated cap table.
• Key contracts with clients, suppliers, and employees.
• Certificates proving compliance with Tax and Social Security obligations.

Conclusion: Legal, but also agile

Meeting legal requirements from the start not only avoids problems but also allows you to scale faster, attract investment, and build a strong company.

At Adlanter, we support the full lifecycle of your startup:

• Company incorporation
• Shareholders’ agreements
• Startup certification
• Data protection
• Employment and commercial contracts
• Accounting and tax advisory
• Ongoing strategic support

All from an integrated, agile approach aligned with the real needs of a startup.

Frequently Asked Questions

Can I incorporate my startup online?

Yes, via the CIRCE system and Entrepreneur Service Points (PAE). Adlanter can handle the full incorporation process if desired.

What advantages does the Startup Law offer?

Reduced taxation, social security exemptions, and a more agile relationship with the Administration if requirements are met.

Is a shareholders’ agreement mandatory?

No, but highly recommended to prevent conflicts among founders or with investors.

How much does it cost to register a trademark in Spain?

OEPM official fees vary. Registering a trademark for one product/service class has a base cost, increasing for additional classes.

What happens if I don’t comply with GDPR?

You could face fines of up to €20 million or 4% of your turnover.