Spain's Startup Law, Ley 28/2022, came into force at the end of 2022 with an offer to young companies: get recognised as an "empresa emergente" and receive a package of tax and administrative advantages in return.¹ The recognition comes from ENISA, the state-owned innovation finance company, and by March 2026 it had certified more than 2,100 companies.² Among founders and angels on Mallorca the certificate tends to be described in one of two inaccurate ways: as a kind of funding approval, or as something an investor needs before claiming the 50 percent income tax deduction, and neither description holds up.

We made the case for the investor deduction itself in The Tax Case for Angel Investing in Spain and will not repeat it. This piece covers who qualifies, what the certificate does for the company and its investors, and where its value is smaller than the name suggests.

Who Qualifies

Article 3 of the law lists the conditions, and a company has to meet all of them.¹ It must be new, or no more than five years past its registration in the Registro Mercantil; the limit is seven years for biotechnology, energy, industrial and other strategic sectors, and for companies with their own technology designed entirely in Spain. It cannot have come out of a merger, split or transformation of companies that are not themselves emerging companies, cannot have distributed dividends and cannot be listed. It must have its registered office or a permanent establishment in Spain, and 60 percent of its workforce must be on Spanish employment contracts. Finally, it must be developing an innovative project with a scalable business model, and that last condition is the one that calls for ENISA's judgement rather than a document check. If the company belongs to a group, the group or each company in it has to meet the requirements as well.

The law also excludes companies founded or run by people behind on tax or Social Security obligations, or with final convictions for offences such as fraud.¹ And Article 6 ends the benefits when annual turnover passes 10 million euros, when the company is bought by one that is not itself an emerging company, or when any Article 3 condition stops being met, including the age limit.¹

How the Application Works

The criteria and procedure are set out in Orden PCM/825/2023, published in the BOE on 21 July 2023.³ The application is electronic, through ENISA's portal, with the deed of incorporation, the last closed accounts, tax and Social Security compliance certificates, a sworn statement on the legal conditions and a business plan.³

On innovation, a company passes if it meets one of several objective markers, such as R&D spending of at least 15 percent of total expenses over the previous two years, public R&D funding in the last three years or the Pyme Innovadora seal. Otherwise ENISA assesses the innovation directly. Scalability is weighed across seven criteria: market attractiveness, stage, business model, competition, team, supplier and rental contracts, and customers. The Orden sets no scores or weights for those, which leaves ENISA wide discretion. A company that has signed an ENISA credit policy in the last three years, with one still current and free of incidents, is treated as scalable by default.³

The legal deadline is three months, and if ENISA has not answered by then the application counts as approved by positive administrative silence.¹ ³ The ministry reported average processing times of 45 days in June 2026.² ENISA then notifies the relevant public register, and the law treats that registration as necessary and sufficient for access to the benefits.¹ ³

ENISA does turn companies down. A review by ENISA and ministry staff in the journal Economía Industrial counted 1,087 certifications against about 1,850 applications by the end of May 2024, and found that roughly 75 percent of rejections came from failing an objective requirement rather than the innovation and scalability test.⁴ A summary of the ENISA and Fundación Cotec report on the first thousand certified companies put the share of applications resolved favourably at 63 percent.⁵ The certified population has since passed 2,000; El Referente reported the milestone in February 2026, with Madrid (509) and Barcelona (466) at the top of the provincial ranking.⁶ We could not find a stated figure for the Balearic Islands in any of the ENISA, ministry or press sources we checked; ENISA's 2024 review charts the region but does not give the number.

What Certification Gets the Company

The tax centrepiece is a 15 percent corporate tax rate in the first period in which the company has a positive taxable base and in the three periods after it, as long as it keeps its status.¹ ⁷ That needs context, because every newly created company already pays 15 percent in its first profitable period and the one after under Article 29.1 of the corporate tax law.⁸ The startup regime stretches that from two periods to four. In 2026 the general rate is 25 percent, while a microenterprise with turnover below one million euros pays 19 percent on the first 50,000 euros of taxable base and 21 percent on the rest.⁹

An illustration, using our own arithmetic rather than any source figure: a microenterprise with 100,000 euros of taxable profit in the third period of its window would pay 20,000 euros on the 2026 microenterprise scale and 15,000 euros as a certified emerging company, a saving of 5,000 euros. That is useful money, but it only appears once the company makes a profit, and only in the third and fourth of those periods does it differ from what any new company already receives (the four periods run consecutively, profitable or not).

The second benefit is about cash timing. For the first two periods with a positive taxable base, the company can defer payment of its corporate tax for twelve and six months respectively, without posting guarantees and without late-payment interest, provided it is current with its tax obligations and files on time.¹ ⁷ Certified companies are also excused from the pagos fraccionados, the advance instalments of corporate tax, for the period immediately after each of those first two profitable periods, again only while the status lasts.¹ ⁷

For staff, the income tax exemption on shares received as pay rises from 12,000 to 50,000 euros a year when the shares are in an emerging company, including shares from exercised stock options.¹⁰ The grant need not go to every employee on equal terms if it sits within the general pay policy, and the company has to meet the emerging-company conditions at the moment the option is granted.⁷ Income above the exemption can be deferred until certain events such as a listing occur, and in any case for no more than ten years from delivery of the shares.¹⁰ ⁷

A founder registered as self-employed who holds effective control of an emerging company, while also working as an employee elsewhere, gets a 100 percent rebate on the self-employed contribution at the minimum base for up to three years, for as long as that double activity lasts.¹¹ And emerging companies are spared the obligation to dissolve when losses push net equity below half of share capital, until three years after incorporation, unless insolvency proceedings are the appropriate route.¹ The law's Beckham regime and visa changes were covered earlier in this series.

What It Means for an Angel

The investor deduction in Article 68.1 of the income tax law (50 percent of the amount invested, on a base of up to 100,000 euros a year) applies to shares in new or recently created companies, and the conditions Agencia Tributaria lists for it do not include ENISA certification.¹² The company must be an unlisted SA or SL carrying on an economic activity rather than managing assets, with own funds of no more than 400,000 euros when the investor buys in; the shares must be held for more than three and less than twelve years; and the investor plus close relatives cannot hold more than 40 percent. The investor needs a certificate from the company confirming those conditions, a different document from the ENISA one.¹²

Emerging-company status changes two things. The subscription window, normally the company's first five years, extends to seven for emerging companies in the categories that keep the status for seven years (biotechnology, energy, industrial and other strategic sectors, or companies with their own technology designed entirely in Spain), and the 40 percent cap does not apply to the founding shareholders of an emerging company, meaning those named in its deed of incorporation.¹² ¹⁰ For an angel putting money into a two-year-old company in Palma, certification makes no difference to the deduction. For one investing in a sixth-year company in one of those sectors, it decides whether the deduction is available at all.

What Certification Does Not Do

ENISA is best known for its participative loans, and the shared name causes confusion, but certification brings no funding. The only link runs the other way, since a company with a live ENISA credit policy gets a shortcut through the scalability test.³

The status also has an end date. The benefits stop when the company reaches five years (or seven), passes 10 million euros of turnover, pays a dividend, or is acquired by a company that is not an emerging company.¹ Under the Orden, the benefits end as soon as one of those events happens, even before ENISA formally withdraws the certificate, and the tax authority can check that the requirements still hold when a benefit is claimed.¹ ³ An investor looking at a company certified in 2024 therefore still has to check what has changed since.

Each incentive also keeps its own conditions on top of the status: the deferral, for instance, needs the company to be current with Hacienda, and the stock option exemption needs the status on the grant date.

The Counterpoint

The strongest criticism is that the headline benefits reward profit, which most certified companies do not yet have. The ENISA and Cotec analysis of the first thousand certified companies found average revenue of 76,683 euros after the first year, rising to 570,185 euros for the older companies in the group.¹³ A 15 percent rate on zero profit saves nothing, so for a pre-revenue company the practical value lies mainly in the stock option rules and the investor-side changes (the founder exemption from the 40 percent cap, and the longer window in the seven-year sectors).

The rollout also lagged the law: in April 2023 The Objective reported that companies still could not apply because the ministerial order was pending, and it arrived that July.¹⁴ ENISA's own authors, writing in Economía Industrial in 2024, said it was still too early to analyse the impact of certification, pointed to a large gap between Madrid and Cataluña and the rest of the country, and noted that some exclusion criteria, such as group membership, are ones the startup community does not see as disqualifying.⁴ The same authors describe the procedure as simple and free, and the ministry's 45-day average suggests it has settled down.² ⁴ The cost is mostly a founder's time, and the payoff is concentrated in the minority of companies that reach profit inside the window.

Where It Shows Up in Diligence

For a Balearic company the decision is about timing. Applying early makes sense if profit looks likely within five years, if employee equity is part of the plan, or if it is in a seven-year sector and expects to raise from angels after its fifth birthday. For investors, the ENISA certificate is one more document to request and check against the register, alongside the company's Article 68.1 certificate, its incorporation date and whether any Article 6 event has happened since. For members of the Balearic Business Angels network, these are questions to settle before signing, because the answers change what an investor can claim, whatever the merits of the company.

Sources

1. Boletín Oficial del Estado, Ley 28/2022, de 21 de diciembre, de fomento del ecosistema de las empresas emergentes (consolidated text), 22 December 2022. https://www.boe.es/buscar/act.php?id=BOE-A-2022-21739

2. Ministerio para la Transformación Digital y de la Función Pública, El ecosistema de startups en España se consolida: crece casi un 40% en un año y se acerca a las 5.000 empresas (press release, Foro Nacional de Empresas Emergentes), 24 June 2026. https://digital.gob.es/content/dam/portal-mtdfp/comunicacion/comunicacion_sedia/2026/2026-06-24/260624NPForoEmpresasEmergentes.pdf

3. Boletín Oficial del Estado, Orden PCM/825/2023, de 20 de julio, por la que se regulan los criterios y el procedimiento de certificación de empresas emergentes, 21 July 2023. https://www.boe.es/diario_boe/txt.php?id=BOE-A-2023-16817

4. Economía Industrial (Ministerio de Industria y Turismo), Progresos de la Ley de Startups: creando ecosistema a través de la certificación de empresas emergentes, Borja Cabezón Royo, Rocío Castrillo Cancela, Jordi García Brustenga and Azucena López Navarro, no. 434, 2024. https://www.mintur.gob.es/Publicaciones/Publicacionesperiodicas/EconomiaIndustrial/RevistaEconomiaIndustrial/434/04CABEZON_EI434_web.pdf

5. Emprendedores, 1.000 empresas emergentes se benefician ya de la Ley de Startups, Redacción Emprendedores, 2 July 2024, reporting ENISA and Fundación Cotec. https://emprendedores.es/startups/empresas-emergentes-ley-startups

6. El Referente, Enisa supera las 2.000 empresas emergentes certificadas, Indra Kishinchand, 19 February 2026. https://elreferente.es/actualidad/enisa-supera-las-2-000-empresas-emergentes-certificadas/

7. Garrigues, Ley de Startups: se regula un régimen fiscal especial para las empresas emergentes, Departamento Tributario, December 2022. https://www.garrigues.com/sites/default/files/noticias/files/espana_-_ley_de_startups_se_regula_un_regimen_fiscal_especial_para_las_empresas_emergentes.pdf

8. Cuatrecasas, Tipo de gravamen del 15% en el IS para empresas de nueva creación, Área de Conocimiento e Innovación, 11 September 2023. https://www.cuatrecasas.com/es/spain/fiscalidad/art/empresas-nueva-creacion-tipo-impuesto-sociedades-beneficios-fiscales

9. Wolters Kluwer, Impuesto sociedades 2025-2026: novedades, tipos y plazos, Lucía Sicre García, 29 January 2026. https://www.wolterskluwer.com/es-es/expert-insights/impuesto-sociedades-2023-2024-novedades

10. Agencia Tributaria, Principales novedades introducidas por la Ley 28/2022, de 21 de diciembre, de fomento del ecosistema de las empresas emergentes (IRPF, novedades normativa 2022). https://sede.agenciatributaria.gob.es/Sede/irpf/novedades-impuesto/novedades-normativa-2022/principales-novedades-introducidas-ley-28-diciembre.html

11. Gómez-Acebo & Pombo, Bonificación de cuotas a trabajadores autónomos de empresas emergentes en situación de pluriactividad, Lourdes López, 30 December 2022. https://ga-p.com/publicaciones/bonificacion-de-cuotas-a-trabajadores-autonomos-de-empresas-emergentes-en-situacion-de-pluriactividad/

12. Agencia Tributaria, 9.2. Deducción por inversión en empresas de nueva o reciente creación, Ayuda Renta 2025 (Modelo 100). https://sede.agenciatributaria.gob.es/Sede/Ayuda/25Presentacion/100/9_2.html

13. El Referente, ENISA y Fundación Cotec presentan el informe "Las 1.000 primeras empresas emergentes certificadas", Indra Kishinchand López, 2 July 2024. https://elreferente.es/ecosistema/enisa-fundacion-cotec-presentan-el-informe-las-1-000-primeras-empresas-emergentes-certificadas

14. The Objective, Las 'startups' aún no pueden certificarse en Enisa para acceder a las ventajas de la ley, Ilier Navarro, 16 April 2023. https://theobjective.com/legal/2023-04-16/startups-acreditarse-enisa-ventajas-fiscales/

Startup Law

What ENISA Certification Actually Gets You