We know firsthand that launching a startup in Spain is an exciting adventure, but also an administrative challenge. For a long time, the entrepreneurial ecosystem had been demanding a legal framework adapted to the reality of technological and fast-growing companies. Thus, the highly anticipated “Startups Law” was born.
However, navigating the new legal, tax, and bureaucratic requirements continues to generate many doubts among founders and investors. To shed light on this issue, we have prepared this comprehensive Q&A guide in which we break down everything you need to know about the official certification, the role of ENISA, and how to make the most of the advantages for your project.
What exactly is the “Startups Law” and what is ENISA’s role in all of this?
The Law for the Promotion of the Emerging Companies Ecosystem (popularly known as the Startups Law) is a historic regulatory framework in Spain. Its main objective is to make the country a much more attractive place to create technology-based companies, boost their growth, facilitate investment, and attract international talent.
But here is the key: the advantages of this law do not apply by default to any new company. In order to access the powerful tax and social benefits it offers, it is an essential legal requirement that your company obtains official accreditation recognizing it as an “emerging company” (startup). This is where ENISA (the National Innovation Company) comes into play. The State has designated this public entity as the official evaluator and one-stop shop. They are in charge of reviewing that your project complies with the spirit of the law through a telematic, centralized, and free process for the entrepreneur.
What are the real advantages of certifying my startup?
Obtaining the ENISA “seal” is not just a formality to post on your website; it is the key that unlocks a package of benefits designed to give you financial oxygen in the early years of your company’s life. The advantages are divided into three main blocks:
Tax oxygen for the company:
- Super-reduced Corporate Tax: you will pay only 15% (instead of the usual 25%) during the first year the company has a positive tax base and the following three years.
- Goodbye to installment payments: you are exempt from making Corporate Tax installment payments in those same years.
- Deferrals without guarantees: you can defer the payment of tax debts (Corporate Tax) during the first two years of profitable activity, without the need to present endorsements or guarantees that block your cash flow.
Attraction and retention of talent:
The tax exemption for employees who receive company shares (the famous stock options) goes from 12,000 euros to 50,000 euros annually, greatly facilitating the retention of key talent without needing to compete with large corporate salaries.
Labor and bureaucratic facilities:
- Bonus for corporate freelancers (autónomos societarios): if you are a founder and keep your job as an employee (multi-activity), you will have a 100% bonus on your Social Security quota for three years.
- Fewer hurdles for foreign investors: your non-resident international investors are exempt from the tedious obligation of obtaining a NIE (Foreigner Identity Number), streamlining the closing of rounds.
Is it mandatory to have the ENISA certificate for my investors to apply the tax deduction?
This is, without a doubt, the star question in funding rounds. The answer is: it is not strictly mandatory, but having the ENISA certificate substantially improves the conditions for everyone, especially for the founders.
There is a powerful incentive in the Personal Income Tax (IRPF) that allows deducting 50% of the invested amount (with a maximum limit of 100,000 euros per year). But the rules of the game change drastically depending on whether or not you have the ENISA seal:
- If you DO NOT have the ENISA certificate (General Regime):
- Your investors can apply the 50% deduction if your company is less than 3 years old.
- The great limit: The investor (along with their direct relatives) cannot own more than 40% of the share capital. If they exceed that percentage, they lose the deduction.
- If you DO have the ENISA certificate (Startups Law):
- The window of opportunity opens: The period for the company to receive deductible investment is extended to 5 years from its creation (or up to 7 years if it is a strategic sector such as industry or biotechnology).
The great advantage for founders:
Founding partners can apply the deduction in their own Personal Income Tax (IRPF) for the money they inject into their company, even if they own more than 40% of the capital. This is a massive difference compared to the general regime, allowing creators to benefit financially from their own risk.
Remember that this duality only applies to the investors’ deduction in the Personal Income Tax (IRPF). For the company to enjoy the 15% Corporate Tax, the 50,000 € stock options, and the quota bonus, the ENISA certificate is 100% mandatory.
The 3 most frequently asked questions about ENISA certification
1. What requirements must my project meet for ENISA to approve it?
ENISA does not certify just any newly created company; it seeks to validate that the project has an innovation component and growth potential. The fundamental requirements are:
- Age: the company must be less than 5 years old since its registration in the Commercial Registry (or 7 years for biotechnology, energy, industry, or proprietary technology designed in Spain).
- Innovation and scalability: this is the core of the evaluation. You must demonstrate that you are developing a truly innovative entrepreneurial project and that your business model is designed to grow exponentially (scalable).
- Independence: you cannot be the result of a merger, spin-off, or segregation of traditional companies (unless you come from another certified startup). Furthermore, you cannot be listed on regulated markets.
- Profits and turnover: you must never have distributed dividends. In addition, your annual turnover cannot exceed 10 million euros.
- Local roots: you must have your headquarters or registered office in Spain. Furthermore, at least 60% of your workforce must have an employment contract in Spanish territory.
- Clean record: both the company and the partners holding more than 5% of the capital (and the administrators) must be up to date with the Tax Agency and Social Security, and have no final convictions for economic, corporate, or environmental crimes.
2. What is the certification process like step by step?
The procedure is designed to be agile and completely digital, regulated by Order PCM/825/2023. Here is how it works:
- Registration on the platform: the first step is to access the official ENISA portal. If you have not applied for funding with them before, you will need to create a new user profile.
- Gathering documentation: you will have to prepare legal and corporate documentation. The most important thing is to fill out the Responsible Declarations (there are official downloadable templates) where you affirm compliance with ethical and legal requirements.
- Defense of the business model: you must provide a business plan or a detailed deck. ENISA will evaluate here the degree of innovation of your product/service, the attractiveness of your market, the experience of your founding team, and your financial capacity to scale.
- Submission and waiting: once everything is uploaded to the portal, the ball is in ENISA’s court. After their analysis, they will issue a resolution. If favorable, you will obtain the official certification that will be valid and binding before the Tax Agency, Social Security, and other Public Administrations.
3. Are the ENISA certification, its aid lines, and the Innovative SME Seal the same thing?
It is very common to confuse these three concepts, but the reality is that they are completely different tools with different objectives and managers. Here is the key to differentiating them quickly:
- Certification of Emerging Companies (Startups Law): it is the official “ID” we are talking about in this article. ENISA acts solely as the Government’s evaluating window to grant you startup status. Its main objective is to unlock tax, labor, and bureaucratic benefits. They do not give you cash; they give you legal status.
- Financing lines (ENISA loans): this is the historical function of ENISA. They are participatory loans (direct money for your cash flow) designed to finance the growth of startups and SMEs without asking for personal guarantees or diluting the founders’ capital (they do not take equity). You can request an ENISA loan whether or not you have the Startups Law certificate.
- Innovative SME Seal: unlike the previous two, this seal is not granted by ENISA, but by the Ministry of Science and Innovation. It is a recognition for small and medium-sized enterprises (they do not need to be recently created) that demonstrate highly intensive R&D&I activity. Its great advantage is that it allows compatibility with certain complex tax incentives (such as R&D deductions and Social Security bonuses for research staff) and facilitates access to Innovative Public Procurement.
Do you need legal advice for your startup?
At Metricson, we are specialists in legal, tax, and strategic advice for technological companies and fast-growing projects. If you are planning an investment round, need to structure your corporate strategy, or are looking for a legal partner for the day-to-day running of your business, do not hesitate to contact us.
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About Metricson
Metricson is a pioneering firm in legal services for innovative and technological companies and an expert in advising startups in investment rounds. Since its birth in 2009, it has advised over 1,400 clients from 15 different countries, including startups, investors, large corporations, universities, institutions, and governments.
If you want to contact us, do not hesitate to write to us at contacto@metricson.com. We are looking forward to talking to you!