Spain’s Ley de Startups (Law 28/2022 on fostering the startup ecosystem, often called the Startups Law or Startup Act) made employee stock options much more attractive. If you work for a certified startup (empresa emergente), you pay no income tax on up to €50,000 a year of shares you receive from the company, including shares you get by exercising stock options. Any value above that is taxed as salary, but not until the company lists, you sell the shares, or ten years pass. Outside certified startups, the exemption is only €12,000 a year, and options are normally taxed when you exercise them. Phantom shares, which pay cash instead of shares, are taxed as ordinary salary when paid.
This guide explains how stock options are taxed in Spain, which companies qualify for the Startups Law rules, and what to check in an equity offer.
Tax rules on equity are complex and depend on your plan’s terms and your residence. This guide summarises the law as of October 2026; it is not tax advice. Ask a Spanish tax adviser before you exercise options or accept an equity-heavy offer.
What is the Ley de Startups?
Ley 28/2022, of 21 December, published in the BOE on 22 December 2022, is Spain’s law to support startups (BOE). Among other things, it:
- changed how employee equity is taxed (covered below)
- created the international teleworking (digital nomad) permit (Ley 14/2013, article 74 bis)
- widened the special tax regime for people moving to Spain (the “Beckham Law”), for example to remote workers and highly qualified professionals working for startups
- brought in other tax, company law and admin measures for startups and their investors
Which companies count as a startup (empresa emergente)
The tax benefits apply only to companies that meet all of these conditions (Ley 28/2022, article 3):
| Condition | Rule |
|---|---|
| Age | No more than 5 years since registration, or 7 years for biotech, energy, industrial and other strategic sectors |
| Origin | Not created by a merger, split or conversion of non-startup companies |
| Dividends | Has never paid dividends |
| Listing | Not listed on a regulated market |
| Location | Registered office or permanent establishment in Spain |
| Staff | At least 60% of staff employed under a Spanish employment contract |
| Business | An innovative, scalable business model, certified by ENISA, the state innovation finance company (article 4) |
A company loses startup status if it stops meeting these conditions, reaches the 5 or 7 year limit, is bought by a non-startup, or has annual turnover above €10 million (article 6).
What this means for you: a large tech company, a scale-up older than five years or the Spanish office of a foreign startup without a Spanish-registered entity usually won’t qualify. Ask the employer directly whether they hold the ENISA certification.
How stock options are taxed in Spain
The general rule
In Spain, stock options granted to employees are employment income in kind. Nothing is taxed when the options are granted. When you exercise them, the difference between the market value of the shares and the price you pay is taxed as salary, at your normal progressive income tax rates, in the year of exercise. When you later sell the shares, any further gain is a capital gain, taxed in the savings base.
Two reliefs can reduce the tax at exercise for any company:
- €12,000 a year exemption for shares delivered to employees free or below market value, if the offer is made on the same terms to all employees, you and your close family own no more than 5% of the company, and you keep the shares for at least three years (Income Tax Law, article 42.3.f; IRPF regulation, article 43).
- 30% reduction for employment income generated over more than two years, on up to €300,000 a year, but not if you used this reduction for other income in the previous five years (article 18.2). Whether your options qualify depends on the plan; ask an adviser.
The Startups Law rules for empresas emergentes
For employees of a certified startup, Ley 28/2022 changed the Income Tax Law from 1 January 2023:
- €50,000 a year exemption. Shares delivered to employees of an empresa emergente are exempt up to €50,000 a year. Unlike the general €12,000 rule, the offer doesn’t have to be made to all employees on equal terms; it only has to be part of the company’s general pay policy. If the shares come from exercising options, the company must meet the startup conditions when the options were granted (article 42.3.f). The other conditions still apply: no more than 5% ownership with your close family, and keep the shares for at least three years (IRPF regulation, article 43).
- Tax deferral on the excess. The value above €50,000 is still employment income, but you don’t pay tax on it in the year you get the shares. It is taxed in the year the first of these happens (article 14.2.m):
- the company’s shares are listed on a stock exchange or multilateral trading system, in Spain or abroad
- you sell or otherwise dispose of the shares
- ten years pass since you received the shares
- Fairer valuation. Startup shares given to employees are valued at the price an independent third party paid in the company’s last capital increase in the year before delivery, instead of a potentially higher market estimate. If there was no such round, market value applies (article 43.1.1.º g).
The deferral solves the classic problem of paying tax on paper gains from shares you can’t sell. In most startups, you get cash only at an exit, and that is when the tax on the excess is due.
Example
You work for a certified startup and exercise options on shares worth €70,000 at the last funding round price, paying a €5,000 exercise price. Your employment income in kind is €65,000:
- The first €50,000 is exempt, if you keep the shares for three years and meet the other conditions.
- The remaining €15,000 is deferred. If the company is acquired four years later and you sell, the €15,000 is taxed as salary in that year, and any gain above the €70,000 value is a capital gain.
Leaving Spain
If you stop being a Spanish tax resident, any deferred income must be included in your last Spanish tax return. If you move to another EU country, you can instead choose to declare each amount when it would have become taxable (article 14.3). Plan for this if you expect to move after an exit.
Capital gains when you sell
When you sell the shares, the gain over their value at delivery is taxed in the savings base at these combined state and regional rates for 2026 (Income Tax Law, articles 66 and 76):
| Taxable savings income | Rate |
|---|---|
| Up to €6,000 | 19% |
| €6,000 to €50,000 | 21% |
| €50,000 to €200,000 | 23% |
| €200,000 to €300,000 | 27% |
| Over €300,000 | 30% |
These rates are usually lower than the rates on salary, which is why the split between employment income (at exercise) and capital gain (at sale) matters.
If you are on the special regime for people moving to Spain, different rules apply; see our tax basics guide.
Phantom shares in Spain
Phantom shares (acciones fantasma) and similar cash-settled plans (stock appreciation rights, exit bonuses) don’t give you real shares. They pay a cash bonus linked to the company’s value, usually at an exit. In Spain they are ordinary employment income in the year you are paid, taxed like salary and subject to withholding. The €12,000 and €50,000 exemptions and the Startups Law deferral don’t apply, because those rules cover the delivery of real shares. The 30% reduction for income generated over more than two years may apply in some cases (article 18.2).
You will often see these plans called “virtual stock options” or “phantom stock” in startup offers. Read the plan rules carefully: the payout usually depends on an exit and on you still being employed, or leaving as a “good leaver”, at that time.
RSUs and options from foreign companies
Many English-speaking tech jobs in Spain are at the Spanish subsidiary of a US or other foreign company. Their equity is usually RSUs (restricted stock units) or options over the foreign parent’s shares. These are taxed as employment income when the shares vest or the options are exercised, under the general rules. The Startups Law exemption doesn’t apply unless the company itself is a certified Spanish empresa emergente. Ask HR how the value will appear on your payslip and whether tax is withheld.
What to ask before you accept an equity offer
- What exactly am I getting? Real shares, stock options, RSUs or phantom shares?
- Is the company a certified empresa emergente, and since when? The status must exist when options are granted.
- Vesting schedule and cliff. A typical schedule vests over four years with a one-year cliff. Check what happens if you leave, and your probation period: see our employment contracts guide.
- Exercise price and window. How long can you exercise after leaving? A short window can force you to pay cash and tax quickly.
- Good leaver and bad leaver clauses. Many Spanish plans let the company buy back shares, at a lower price for “bad leavers”.
- What percentage of the company do the options represent, and on what share count?
- Salary versus equity. Compare the cash salary with the market first; our salaries by tech stack guide and salary after tax calculator help. Equity in an early-stage startup can end up worth nothing.
Startups hiring in English on our board include Barcelona-born companies such as Factorial, Titan OS and Lodgify; see tech companies in Barcelona and all companies.
Frequently asked questions
What is the Ley de Startups in Spain?
It is Law 28/2022 of 21 December on fostering the startup ecosystem. It gives tax and legal benefits to certified startups (empresas emergentes) and their employees and investors, including a €50,000 yearly exemption on employee shares, tax deferral on the excess, and the digital nomad permit.
How are stock options taxed in Spain?
When you exercise them, the difference between the shares’ value and the price you pay is taxed as employment income at your normal rates. When you sell, any further gain is a capital gain taxed at 19% to 30%. Up to €12,000 a year can be exempt, or €50,000 at a certified startup.
What is the €50,000 stock option exemption?
Employees of a certified empresa emergente pay no income tax on up to €50,000 a year of shares they receive from the company, including from exercising options. The company must have startup status when the options are granted, and you must keep the shares for three years and hold no more than 5% with close family.
When do I pay tax on startup shares above €50,000?
For a certified startup, tax on the excess is deferred until the first of: the company listing on a stock exchange or trading system, you selling the shares, or ten years after you received them. If you leave Spain, the deferred amount becomes taxable in your last Spanish tax return, with an option to spread it if you move within the EU.
How are phantom shares taxed in Spain?
Phantom shares pay cash, so they are ordinary employment income when paid and are taxed like salary. The share delivery exemptions and the Startups Law deferral don’t apply to them.
Does the Startups Law apply to every startup?
No. Only companies certified by ENISA that are at most five years old (seven in some sectors), based in Spain, unlisted, have never paid dividends, have at least 60% of staff on Spanish contracts and have turnover of €10 million or less.
This guide is general information, not tax advice. Rules on equity compensation are complex; get personal advice before you exercise options or sell shares.