Best Venture Capital Lawyers in Puerto del Rosario

1. About Venture Capital Law in Puerto del Rosario, Spain

Venture capital activity in Puerto del Rosario is governed by national Spanish law and EU directives. There is no separate local statute dedicated to venture capital in Puerto del Rosario; local rules align with the Canary Islands Autonomous Community and national norms. Most deals use common instruments such as equity investments, convertible loans, or preferred shares. Corporate governance and minority protections are central to these transactions.

Founders in Puerto del Rosario often navigate cross border investor interests from mainland Spain or other EU countries. In these scenarios, the lawyer's role includes aligning corporate structure, shareholder rights, and tax considerations with Spanish law. A local solicitor familiar with Canary Islands business nuances can help manage regional incentives and compliance requirements. For precise guidance, consult a solicitor with venture financing experience in Spain.

Canary Islands residents should be aware of regional tax incentives under the Canary Islands Economic and Fiscal Regime (REF). These incentives can affect investment timing, tax planning, and cash flow. Always verify current REF provisions with an accredited solicitor or tax advisor. See official sources for the applicable regimes and changes.

2. Why You May Need a Lawyer

• A seed round in Puerto del Rosario with a mainland Spanish VC requires a robust term sheet. You need to secure pre emptive rights, liquidation preferences, and an agreed valuation. A solicitor ensures these provisions align with Spanish corporate law and protect founder interests.

• A convertible loan agreement with a local investor in Puerto del Rosario must include clear conversion terms and anti dilution provisions. An attorney helps draft these terms to avoid disputes at conversion and during a future equity round.

• Implementing an employee stock option plan (ESOP) for staff in Puerto del Rosario requires compliance with corporate governance and tax rules. A lawyer helps design the plan, draft share plan agreements, and coordinate with payroll and tax teams.

• At the acquisition or exit stage, a Puerto del Rosario company needs due diligence and a structured shareholders agreement. An attorney coordinates reps and warranties, closing conditions, and post closing protections for investors and founders.

• Marketing a Spanish venture fund to investors involves regulatory requirements. A solicitor guides fund marketing compliance, investor qualifications, and CNMV registration where applicable.

• Tax and regional incentives in the Canary Islands can affect deal cash flows. A local lawyer can structure investments to optimize REF benefits and avoid unintended tax consequences.

3. Local Laws Overview

Two to three key laws govern venture capital activity in Spain, including Puerto del Rosario. These statutes provide the framework for company formation, fundraising, and investor protections.

• Real Decreto Legislativo 1/2010, de 2 de julio - Consolidated text of the Ley de Sociedades de Capital. This law regulates share capital, governance, and capital increases for Spanish companies. BOE.
• Ley 14/2013, de 27 de septiembre - de apoyo a los emprendedores y su internacionalización. This act introduces incentives for startups and cross border business, including certain fund raising provisions. BOE.
• Ley 5/2015, de fomento de la financiación empresarial - Framework for business financing, including measures affecting crowdfunding and equity funding for small and mid sized companies. BOE.

In Puerto del Rosario, these national rules are implemented through the Canary Islands authorities. The Canary Islands Economic and Fiscal Regime (REF) can offer regional incentives for investment. Check the official regional pages for current REF incentives and compliance requirements. See official sources for the exact texts and updates.

4. Frequently Asked Questions

What is venture capital and how does it work in Spain?

Venture capital funds invest in early stage Spanish companies in exchange for equity or convertible instruments. Regulators require proper authorization and disclosure, especially for funds that market to investors. In Spain, corporate law and securities regulation govern these transactions.

How do I start a seed round in Puerto del Rosario with a local VC?

Prepare a solid business plan and cap table. Draft a term sheet outlining equity, valuation, and investor protections. Engage a local solicitor to coordinate due diligence and document execution in Spain.

What is a term sheet and which provisions matter most?

A term sheet outlines key economic terms and protections. Important provisions include price, pre emptive rights, liquidation preferences, anti dilution, and governance rights.

How much does hiring a venture capital lawyer cost in Puerto del Rosario?

Costs vary by firm and deal complexity. Expect hourly rates from roughly 100 to 300 EUR for corporate finance specialists. A fixed fee may apply for a full deal package.

Do I need to form a local company for VC funding in the Canary Islands?

Often a local or Spanish entity structure simplifies governance and tax planning. A lawyer can recommend whether a Sociedad de Capital or other structure best fits your funding strategy.

Should I consider an ESOP plan for staff incentives?

Yes, ESOP plans align employee interests with shareholder value. Your solicitor will ensure legal compliance and tax efficiency under Spanish law.

Is convertible debt or equity better for early stage funding in Spain?

Convertible debt delays valuation disputes but creates future dilution risk. Equity grants immediate ownership but requires a precise equity structure and governance terms.

What is the timeline to close a funding round in Spain?

Typical rounds take 4 to 12 weeks from term sheet to closing, depending on due diligence scope and investor approvals. Complex financings may take longer.

Can a foreign investor participate in a local Canary Islands VC deal?

Yes, foreign investors commonly participate in Spanish VC rounds. Compliance with EU and Spanish regulations, including tax and securities law, is required.

What are pre emission rights and why are they important?

Pre emptive rights allow existing shareholders to purchase new shares to maintain ownership. They help prevent unwanted dilution in future rounds.

Do I need regulatory approval for VC funds in Spain?

Most venture capital investments do not require sector specific approval, but funds that market to investors may need CNMV authorization and compliance with market rules.

Why are tax incentives for Canary Islands investments relevant to VC?

The REF provides regional incentives that can reduce tax liabilities for qualifying investments. A local advisor can optimize eligibility and timing.

5. Additional Resources

• CNMV (Comision Nacional del Mercado de Valores) - Regulates and supervises investment funds, including venture capital structures and marketing to investors. cnmv.es.
• BOE (Boletin Oficial del Estado) - Official source for the consolidated texts of the Ley de Sociedades de Capital and related venture capital statutes. boe.es.
• ICEX España Exportacion e Inversiones - National resource for financing guidance, investor outreach, and entrepreneurship support in Spain. icex.es.

6. Next Steps

1. Draft a clear fundraising objective and identify the type of instrument you will use (equity, convertible loan, or preferred shares). Allocate a funding target and timeline.
2. Compile essential documents such as business plan, financial model, cap table, and key corporate documents. Prepare to share due diligence materials with potential investors.
3. Research and shortlist venture capital lawyers with Canary Islands experience and a track record in Spain. Schedule initial consultations in Puerto del Rosario.
4. Engage a local solicitor to draft and negotiate the term sheet and a corresponding shareholder agreement aligned with LSC requirements.
5. Execute due diligence, finalize the subscription agreement, and confirm regulatory compliance with CNMV if applicable to your fund or offering.
6. Close the round and implement governance changes, including board structures, reserved matters, and minority protections.
7. Plan for post close steps such as ESOP implementation or future funding rounds, with ongoing tax and regulatory compliance checks.