Law 28/2022 on the promotion of the emerging company ecosystem, known as the Startup Act, came into force in December 2022 and has reshaped the landscape for innovative businesses in Spain. For e-commerce ventures with a technological or innovative component, this law offers fiscal and administrative advantages that can make a meaningful difference during the critical early years of operation.
Requirements for emerging company status
The company must be less than 5 years old, or 7 years for biotechnology, energy or industrial companies. It must have its registered office or permanent establishment in Spain, with at least 60 percent of the workforce on employment contracts in Spanish territory. It cannot be listed on a regulated market or have distributed dividends. The most important requirement is obtaining innovative company certification from ENISA, which evaluates the innovative nature of the business model, technology or production process. E-commerce businesses can qualify if they demonstrate technological innovation in their platform, logistics model or customer experience approach.
Reduced Corporate Income Tax rate
Certified emerging companies pay 15 percent Corporate Income Tax for a maximum of 4 consecutive fiscal years from the first year with a positive tax base, compared to the standard 25 percent rate. For a company with 100,000 euros in profit, this represents annual tax savings of 10,000 euros. Additionally, deferral of CIT debt is permitted during the first two profitable fiscal years without requiring guarantees or late payment interest, providing valuable cash flow relief during the growth phase.
Enhanced stock options regime
The personal income tax exemption for share or participation delivery to employees increases from 12,000 to 50,000 euros annually. Tax deferral is extended to up to 10 years from delivery. This measure facilitates talent acquisition by startups that cannot compete on salaries with large corporations but can offer equity participation. For e-commerce companies building technology teams, this is a powerful recruitment tool.
Entrepreneur and digital nomad visas
The law creates a specific visa for foreign entrepreneurs wishing to establish a startup in Spain, with a simplified process and reduced timelines. It also regulates the digital nomad visa, allowing remote workers of foreign companies to reside in Spain under a special tax regime. Digital nomads pay tax as non-residents at a flat rate of 24 percent on the first 600,000 euros of income for 5 years, making Spain an attractive base for international e-commerce professionals.
Obtaining certification
The certification process is handled through ENISA, which evaluates applications within a maximum of 3 months. Zunapro advises innovative e-commerce companies on documentation preparation and the application process for emerging company certification.