On October 10 last year, the Startups or Emerging Companies Bill was approved. Through the incorporation of this new legal text it is intended to simplify those procedures necessary for the creation of new companies, as well as, to incorporate certain incentives in order to attract investors and startups in our territory.
Scope of application
The draft law has a scope of application based on emerging companies, according to which, those companies that are newly created will be considered as emerging companies, or those that have been in existence for no more than 5 years in the general case, or 7 years in the case of biotechnology, energy and industrial companies. Likewise, the company must have its registered office, permanent establishment and 60% of its employees in Spanish territory. As an economic requirement, we find that the emerging company cannot have enjoyed dividends and its annual turnover must be a maximum of 5 million euros. On the other hand, the company cannot be the result of a corporate restructuring operation and must be innovative, being, in this last case, the National Innovation Company SA (ENISA) the one that evaluates the characteristics of each company and is in charge of accrediting, after the study of the same, its innovative character.
Creation of emerging companies.
The procedure for the creation of emerging companies has been facilitated with the elimination of notary and registry fees, as long as such companies are created by means of standard statutes, and the procedure is carried out electronically. For this reason, the incorporation of companies that can take advantage of this law can be carried out by means of a single electronic document. The registration of the company in the Mercantile Registry must be carried out within 6 hours after the telematic reception of the deed, in the case of using the standard articles of association, and within 5 working days in the rest of the cases.
On the other hand, in relation to the dissolution of the company, it cannot be dissolved during the first three years due to losses related to or generating an equity imbalance, that is to say, it cannot be dissolved due to a loss that reduces the net worth to less than half of the capital stock.
Tax incentives.
In relation to tax incentives, firstly, taxpayers who obtain income as a result of permanent establishments located in Spanish territory, and are considered as start-up companies, will have their corporate income tax rate reduced to 15%, instead of 25%, in the first year with positive taxable income and during the following three years, applying the same reduction to permanent establishments of entities taxed under the Non-Residents Income Tax, which will also have a tax rate of 15%. These taxpayers may benefit, in turn, from a deferral of the tax base corresponding to the first two periods of fiscal years, without guarantees (for a period of 12 months in the case of IS and 6 months in the case of IRNR) or late payment interest. Secondly, the obligation to make installment payments in the first two tax periods since the taxable income is positive will be eliminated.
Incentives for investors.
It should be noted that taxpayers will be able to deduct 50% of the amounts used in the purchase of shares or participations of such companies. In turn, the maximum deduction base has been increased, which will now be 100,000 euros, as long as it is invested within the first 5 years of the company, 7 in the case of biotechnology, energy, industrial and other strategic sectors or companies that have developed their own technology. At the same time, the company’s equity may not exceed 400,000 euros in the year of the investment.
Another facility that we find, in this new bill, refers to non-resident investors and the elimination of the requirement to obtain the foreigner’s identification number.
Processing of grants.
Finally, we should point out the creation of Entrepreneur Service Points and a national Entrepreneurship Office that will function as portals or information and access windows to public aid.
