Start-up law and foreign investor identification requirements

The law on fostering the start-up ecosystem also focuses on attracting foreign investment and retaining talent. For the investment to grow, the law acts first and foremost in the tax field. In particular, it affects individuals investing in new or recently created companies.

Concerning foreign investment, administrative requirements are reduced for investors who are not going to reside in Spain, who will not be obliged to obtain a foreigner's identity number (NIE), facilitating the electronic application for a tax identification number (NIF), an essential requirement for materialising and documenting the investment. This simplification consists in the fact that in the case of a foreign individual, identification will be permitted by obtaining only the NIF, and in the case of a foreign entity, provided that the new entity is created through the Business Creation Information and Network Centre (CIRCE), the NIF can be obtained for the foreign investor entity through the same system.

Two alternative electronic channels are offered so that foreign investors who are not residents of Spain can obtain the tax identification number required by law to carry out tax-related actions without having to go to an administrative office to request or collect it, thus bringing the system into line with the most advanced countries.

1. Individuals without Spanish nationality who wish to invest in Spanish start-ups and do not reside in Spain must apply to the Spanish State Tax Administration Agency for a tax identification number. They will not be obliged, for these purposes, to obtain a foreigner's identity number.

Where an investor is a legal person or an unincorporated entity of foreign nationality, the representative applying for the tax identification number on its behalf must be assigned a tax identification number. His power of attorney may be contained in a notarial document or a mandate contract with representation expressly stating the acceptance of the tax representation. If the notarial document has been issued by a foreign notary, it is not required to bring its content into line with Spanish law.

If the investment in an emerging company is not accredited within six months of the assignment of the investor's tax identification number, the State Tax Administration Agency may revoke the tax identification number assigned to the foreign investor.

2. The State Tax Administration Agency shall set up an electronic procedure, for the provisions of paragraph 1, which must be resolved within ten working days from the submission of the application for the tax identification number, accompanied by the documentation required, where applicable.

The forms for requesting said number shall be available in electronic format and their presentation may be made using a qualified electronic certificate by the conditions established in letters a) and b) of section 2 of article 9 of Law 39/2015, of 1 October, on the Common Administrative Procedure of Public Administrations, and its implementing regulations in force at any given time, and which is admissible by the State Tax Administration Agency.

3. When the investment takes place to set up a company and this is processed electronically through the Company Creation Information and Network Centre (CIRCE), using the Single Electronic Document (DUE), regulated in the third additional provision of Royal Legislative Decree 1/2010, of 2 July, approving the revised text of the Capital Companies Act, the investor may request the State Tax Administration Agency, through the Entrepreneur Service Point, to assign him/her a tax identification number. Otherwise, the acting notary will immediately send a copy of the deed to the State Tax Administration Agency, requesting the assignment of a tax identification number for the investor.

Notaries may also request the assignment of a tax identification number for the foreigners referred to in this article when they become partners in an emerging company on the occasion of an increase in its share capital or other corporate operation.

For more information or any queries, please contact the Foreigners and Nationality Department of CINC Advisory:

extranjeria@cinc.es

Or call any of our centres

933 03 060 (Barcelona)

972 505 100 (Figueres)

972 940 940 (Girona)