Good news for start-ups! As of July 2023, start-ups can now apply to be certified with ENISA (la Empresa Nacional de Innovación) under the Ministry of Industry, Commerce and Tourism. But what is this certification, what are the benefits applying for it and what are the requirements for emerging businesses to do so? Let’s take a look.
What is the certification for emerging businesses (start-ups)?
The foundations for this certification can be found in the Ley 28/2022, de 21 de diciembre, de Fomento del Ecosistema de las Empresas Emergentes (Law for the Promotion of the Ecosystem of Emerging Companies), better known as the Start-ups Law. The Start-ups Law aims to encourage the creation and growth of start-ups and promote investment in innovation, particularly technological innovation, bearing in mind the main challenges they face such as the high risk that they must assume due to their inherent innovative nature, the difficulty of accessing financing in the different phases of their development or the need to have highly qualified workers. As such, the Orden Ministerial PCM/825/2023, published in July 2023 regulates the criteria and procedure for the certification of such emerging companies so that they can take advantage of the benefits contemplated by the Start-ups Law.
What are the benefits of being a certified start-up?
According to ENISA, the benefits of certifying your start-up are:
- Reduction of the corporation tax rate to 15%.
- Deferral of tax debts.
- Exemption from making instalment payments of Corporation Tax.
- Elimination of certain registration fees for the constitution of a new company.
- Non-resident foreign investors will be exempt from the obligation to obtain a NIE.
- Three-year rebate on Social Security contributions for self-employed entrepreneurs who are also employed by others.
- Extension of the amount of the exemption, up to 50,000 euros per year, in the case of issuing stock options to employees.
- Increase in the deduction for investment in newly created companies, increasing the rate to 50% and the maximum threshold up to 100,000 euros.
- Promotion of the creation and development of controlled test environments to validate the viability and impact of new models in regulated activities.
- Facilitation of the provision of guarantees or payments on account in the case of granting subsidies.
How to apply to be a certified start-up in Spain
You can apply for the certification through the ENISA website, where you will also find a downloadable pdf guide to the certification process. The application for certification is free, you will not be charged, and you can expect to receive a result of your application within 3 months.
The requirements to be able to become certified, as stated by ENISA, are as follows:
The start-up must:
- Be a newly created company or, if the company is not newly created, no more than 5 years have passed since the date of its registration in the Mercantile Register or since the date of the public deed of incorporation registered in the competent Register of Cooperatives. In the case of biotechnology, energy or industrial companies and those that are determined as belonging to strategic sectors or that have developed their own technology designed entirely in Spain, this period may be extended to 7 years.
- Not have resulted from a merger, spin-off, transformation, concentration or segregation, with the exception of those companies arising from other start-ups or spin-off technology-based companies originating from public universities.
- Not distribute or have distributed dividends (or returns in the case of cooperatives) since the company's incorporation.
- Not be listed on a regulated market.
- Have their headquarters, registered office or permanent establishment in Spanish territory.
- Count on a workforce in which at least 60% of the staff have an employment contract in Spain. In the case of cooperatives, for the purposes of this percentage, the partners, working partners and work partners whose relationship is of a corporate nature will be counted as part of the workforce.
- Develop an innovative entrepreneurship project with a scalable model.
- If the interested company belongs to a group of companies in the terms defined by article 42 of the Code of Commerce (Código de Comercio), the group or each of the companies that compose it must comply with the requirements previously described in this section: requirements 1, 2, 3, 4, 5, 6 and 7.
- Have a turnover not exceeding 10 million euros per year.
- Not be founded or managed by themselves or by an intermediary who is not up to date with their tax and Social Security obligations.
- Not be founded or managed by persons convicted by final judgement for a crime of dishonest administration, punishable insolvency, corporate crimes, crimes of money laundering, financing of terrorism, crimes against the Public Treasury and Social Security, crimes of corruption, bribery, influence peddling, embezzlement of public funds, fraud and unlawful exactions or urban planning crimes, as well as the penalty of loss of the possibility of obtaining public subsidies or aid. Also, not having lost the possibility of contracting with the public administration.
- Not to carry out an activity that generates significant damage to the environment in accordance with Regulation (EU) 2020/852 on establishing a framework to facilitate sustainable investment and amending Regulation (EU) 2019/2088.
- Not have partners who hold, directly or indirectly, a stake of at least 5% of the share capital or whose administrators have been convicted by final judgement for any of the criminal offences detailed in requirement number 11 on this page.
Bear in mind that your start-up will be eligible for the certification only as long as these requirements apply to your business. If the relevant circumstances of the start-up change after having applied for or been granted the certification, ENISA must be notified.
If you are thinking about registering your company with ENISA, it's likely that you are currently in the initial stages of your company's creation. This is the perfect time to draft a shareholders' agreement to regulate the management of your company and avoid potential conflicts in the future.
Conesa Legal is made up of a multilingual team of lawyers and specialists in labour law and finance. We can handle tax, accounting, social security and legal issues, without you needing to contact several companies. Contact us to find out how we can support your start-up to thrive: