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Where2Start

Launching a tech startup

Incorporating is easy; incorporating in a way that won't break your first round is not. This route covers incorporation, cap table hygiene, the Startup Act and what due diligence will look at.

Who it's for

Teams planning to raise, hire and split equity in a technology-based limited company.

What it doesn't cover

It does not cover sector licences (fintech, health, mobility) or international holding structures.

Steps

  1. 1

    Reserve the company name and prepare incorporation

    Request the name clearance certificate from the Central Commercial Registry, define a broad corporate purpose, capital and share split. The online CIRCE route is faster.

    Paperwork

    • Name clearance certificate
    • Founders' ID/NIE
    • Share split
  2. 2

    Sign before a notary and register the company

    The deed and bylaws are executed before a notary and filed with the Madrid Commercial Registry. Then you receive the definitive NIF and complete the company's tax registration.

    Paperwork

    • Incorporation deed
    • Bylaws
    • Proof of capital contribution
  3. 3

    Tax and social security registrations

    Company form 036, IAE activity codes, director registration in the applicable regime and, if hiring, an employer contribution account.

  4. 4

    Shareholders' agreement and vesting

    Set vesting, cliff, roles, exits, drag and tag along before anyone else joins. It prevents most founder disputes.

  5. 5

    Empresa Emergente certification

    ENISA certifies innovative status under the Startup Act: 15% corporate tax, better stock option treatment and easier onboarding of foreign shareholders.

    Paperwork

    • Innovation report
    • Accounts and business plan
    • Incorporation deed
  6. 6

    IP, trademark and data protection

    Assign code and designs to the company in writing, register the trademark with the OEPM and publish a privacy policy and processing records under GDPR.

  7. 7

    Get ready for the first round

    Clean cap table, up-to-date accounts and a data room. From here, move to Where2Fund for investors and Where2Grow for programmes and grants.

Indicative costs and timelines

Notary and Commercial Registry

~€300–600

Share capital

from €1

€3,000 is still the norm

Trademark registration (OEPM)

~€130 per class

Incorporation time

5–10 working days

via the CIRCE online route

Useful links

Central government

Region of Madrid

Madrid ecosystem

Common mistakes

  • Splitting equity 50/50 with no vesting or shareholders' agreement.
  • Leaving the code owned by a person or an external agency.
  • Incorporating with a narrow corporate purpose and amending it mid-round.
  • Applying for Empresa Emergente certification after missing the deadline or requirements.

Indicative information compiled from official sources. Always double-check amounts and deadlines on the original link before filing anything.

Take the next step

Once the basics are sorted, look for funding, workspace and programmes across the rest of Where2.

See funding Find a spaceJoin the community