Best Venture Capital Lawyers in Bilbao

About Venture Capital Law in Bilbao, Spain

Venture capital activity in Bilbao sits at the intersection of Spanish national law, Basque regional practice, and local business culture. Bilbao is part of the Basque Country - a region with active public and private support for innovation and industry - and hosts startups, incubators and investors that operate under Spanish corporate, securities and tax regimes while also benefiting from regional programs and foral tax competences. Venture capital transactions in Bilbao typically involve the same legal building blocks found elsewhere in Spain - company formation and corporate governance, investment agreements, investor protections, regulatory compliance and tax planning - but they also require attention to local procedures such as registrations at the Bilbao mercantile registry and interaction with Basque public bodies and incentives.

Why You May Need a Lawyer

Venture capital transactions raise legal, commercial and regulatory issues that benefit from specialist legal advice. Common reasons to hire a lawyer include:

- Setting up the right corporate vehicle and governance structure for a startup or fund.

- Drafting and negotiating term sheets, subscription agreements, share purchase agreements and shareholders agreements - all documents that determine control, exit and rights between founders and investors.

- Structuring convertible instruments and other hybrid financings in ways that reflect Spanish law and investor expectations.

- Handling due diligence processes - preparing data rooms, answering information requests and identifying legal risks that could affect valuation or deal terms.

- Protecting and transferring intellectual property and ensuring employment contracts reflect IP assignment requirements.

- Ensuring compliance with securities rules, fund regulations and licencing if you are setting up a venture capital fund or investment vehicle.

- Managing tax structuring and applying for R&D or innovation tax incentives available at national and regional levels.

- Advising on employment, data protection and regulatory matters that affect hiring, customer contracts and product go-to-market.

- Planning and executing exits - trade sales, secondary sales, IPOs or liquidation - and documenting exit mechanics like tag-along, drag-along and liquidation preferences.

Local Laws Overview

Key legal areas that affect venture capital activity in Bilbao include corporate law, securities regulation, tax law, labour law, intellectual property and data protection. Important practical points to consider:

- Corporate form and governance - Spanish companies commonly use the sociedad limitada (SL) or sociedad anónima (SA). The company’s articles of association and any shareholders agreement will define governance, decision-making thresholds and transfer restrictions - all central in VC deals.

- Investment documentation - term sheets, subscription agreements, share purchase agreements and shareholders agreements allocate rights and obligations. Typical investor protections include board representation, information rights, pre-emption rights, tag-along and drag-along clauses, and liquidation priorities.

- Convertible instruments - convertible loans and similar instruments are used frequently in early rounds. Their documentation must be carefully drafted to translate conversion mechanics into the company’s share capital and to comply with corporate formalities.

- Fund regulation - entities that manage or market collective investment vehicles must consider requirements under national securities law and CNMV oversight. If establishing a fund or a regulated vehicle, advisers will verify registration, management company rules and investor qualification requirements.

- Taxation - Spain and the Basque foral authorities regulate corporate tax, withholding, VAT and investor taxation. There are national incentives for R&D, innovation and investment in startups as well as regional supports; however, the Basque Country has its own tax features and procedural requirements through local tax authorities.

- Employment and social security - hiring founders, employees and contractors triggers employment law obligations, social security registrations and specific treatment for employee inventions and stock-based compensation.

- Intellectual property and technology transfer - assignment of IP, licences and trade secret protection are essential pre-investment items. Employment and contractor agreements must address IP ownership to avoid future disputes.

- Data protection - GDPR and Spanish data protection law apply to customer and employee data, and compliance is particularly relevant for technology companies and platforms.

- Local registrations and filings - companies must register relevant corporate acts with the Mercantile Registry in Bilbao and complete tax and social security filings with the applicable Basque and national authorities.

Frequently Asked Questions

What corporate form should I use for a startup in Bilbao?

Most early-stage startups in Spain choose a sociedad limitada (SL) because it combines limited liability with relatively simple incorporation and governance. A sociedad anónima (SA) may suit larger projects or plans for a public listing. Choice depends on factors like desired governance flexibility, planned fundraising rounds, employee equity schemes and exit strategy. A lawyer can advise which form fits your business plan and investor expectations.

How is a venture capital round typically structured in Spain?

Rounds often start with a term sheet followed by definitive documents: a share purchase or subscription agreement, amended articles of association and a shareholders agreement. Early rounds may use convertible loans or SAFE-style instruments adapted to Spanish law. Investors negotiate governance rights, information rights, anti-dilution protections and exit mechanics. Local counsel ensures the documents are enforceable under Spanish corporate rules and registered correctly.

Do I need to register investor rights or share transfers in Bilbao?

Yes. Share transfers and certain corporate decisions must be reflected in the company’s books and, depending on the act, recorded at the Mercantile Registry. Proper registration ensures public notice of shareholder changes and enforces corporate rights against third parties. Your lawyer will prepare the required filings and advise on registration timing.

What tax issues should founders and investors consider?

Tax considerations include corporate tax on profits, taxation of dividends or capital gains for investors, VAT on certain services and tax treatment of stock options. Spain and the Basque foral authorities also offer R&D and innovation incentives and programs for startup funding. Tax structuring and timing of distributions can materially affect net returns, so early tax advice is important.

How are employee stock options and equity incentives treated?

Equity incentive plans must be designed to comply with corporate formalities and tax rules. Spain allows various forms of remuneration - options, restricted shares, phantom shares - each with different tax consequences for the company and recipient. Employment law and social security aspects must also be considered, and clear documentation is essential to avoid disputes over ownership and tax liabilities.

What regulatory approvals are relevant for venture funds or managers?

If you set up a regulated fund or a management company, you must consider registration and ongoing supervision by the national securities regulator and comply with applicable collective investment laws. Marketing to professional or retail investors has separate rules. Unregulated or small private vehicles may avoid full fund regulation, but adviser counsel should confirm local licensing and marketing restrictions.

How should intellectual property be handled before taking investment?

Investors expect clear ownership or licensing of key IP. Founders should secure assignment of IP from employees and contractors, register rights where appropriate and document any third-party licences or encumbrances. IP due diligence often determines valuation and deal terms, so resolved ownership issues reduce deal friction.

What due diligence will investors typically perform?

Investors conduct legal, financial, commercial and technical due diligence. Legal due diligence covers corporate records, contracts, IP, employment matters, litigation risks, regulatory compliance and tax. Preparing a clean data room with core documents and addressing known issues in advance will speed negotiations and improve leverage.

How do exits typically work for startups in Bilbao?

Exits occur through trade sales, secondary share sales, IPOs or liquidation. Shareholders agreements usually set out drag-along and tag-along mechanics and the distribution waterfall. Successful exits require planning - corporate housekeeping, clean IP title, financial audits and compliance with regulatory and tax steps. Local counsel helps structure the sale documents and manage closing formalities.

Where can I find investors and support programs locally?

Bilbao and the Basque Country host a mix of private investors, angel networks, accelerators and public programs that support startups and innovation. Local public agencies and incubators often offer grants, soft loans or technical assistance. A lawyer or advisor with local experience can introduce relevant networks and help you apply for regional and national programs.

Additional Resources

Useful public bodies and organisations to consult when working on venture capital matters in Bilbao include:

- Basque Government economic and innovation departments and agencies that provide regional support and incentives.

- SPRI - Basque public agency for business development and innovation support.

- Innobasque - Basque Innovation Agency, which promotes innovation networks and programs.

- Diputación Foral de Bizkaia - the provincial authority managing certain foral tax and incentive matters.

- Mercantile Registry in Bilbao - for company registrations and public filings.

- Comisión Nacional del Mercado de Valores (CNMV) - national securities regulator relevant for regulated funds and public offers.

- Agencia Estatal de Investigación, CDTI and ENISA - national public entities that provide R&D, innovation and financing instruments for startups.

- Cámara de Comercio de Bilbao - local business support, networking and training.

- University tech transfer offices and local incubators or accelerators - for talent, IP support and early-stage mentoring.

When engaging with these organisations, local legal counsel can help navigate application requirements, eligibility rules and procedural steps.

Next Steps

If you need legal assistance with venture capital matters in Bilbao, consider the following practical steps:

- Prepare a concise brief - summarize your business model, capitalization table, current legal structure and the transaction or issue you need help with.

- Gather core documents - company statutes, shareholder registers, cap table, key contracts, IP records, employment contracts and any previous financing documents.

- Seek a lawyer or firm with demonstrated experience in Spanish venture capital, startup matters and knowledge of Basque regional procedures. Ask about local experience, relevant deals and language capabilities - Spanish, Basque and English can all be useful.

- Book an initial consultation - use it to confirm scope, fees, timelines and deliverables. Agree the engagement letter and billing method - hourly, fixed fee, or phased retainer - before work begins.

- Use your lawyer to prepare or review term sheets, run legal due diligence, draft and negotiate documentation, and manage registrations and filings with local authorities.

- Keep communication open between founders, investors and advisors - legal issues addressed early reduce risk and speed transactions.

Legal advice tailored to the specific facts of your transaction or project will protect your interests and help you take advantage of local and national supports. If you are ready to proceed, contact a local venture capital lawyer to schedule your first meeting and begin preparing the key documents and filings.