Best Venture Capital Lawyers in Villares de la Reina

About Venture Capital Law in Villares de la Reina, Spain

Venture capital in Villares de la Reina operates under Spanish national law, with oversight and market practices that are consistent across Spain. Although Villares de la Reina is a municipality in the province of Salamanca, the legal rules that govern fundraising, investing, and fund management are national, supervised primarily by the Spanish Securities Market Commission known as CNMV. The local ecosystem is influenced by nearby Salamanca institutions, including universities, research centers, and regional development agencies that support startups and innovative SMEs. Common investment structures include equity rounds, convertible notes, and participative loans, while regulated venture capital entities follow specific authorization and reporting rules. For founders and investors, the core legal work typically involves corporate governance, shareholder agreements, regulatory compliance, tax planning, intellectual property, employment matters, and, where relevant, foreign investment screening.

Why You May Need a Lawyer

You may need legal advice when negotiating a term sheet to understand valuation mechanics, liquidation preferences, anti-dilution protections, governance rights, and investor exit rights. Professional support is also important for drafting and closing investment documents, including subscription agreements, shareholders agreements, bylaw amendments, and any security packages or warranties. If you are forming or managing a venture capital fund, a lawyer can guide you on authorization or registration with the CNMV, structuring under the Spanish closed-ended fund regime, and ongoing compliance. Cross-border investments often trigger issues such as foreign investment controls, sanctions, anti-money laundering checks, and tax treaty analysis. Startups benefit from counsel on intellectual property assignment, licensing, and trademark strategy, as well as employment contracts, stock option or phantom equity plans, and confidentiality and non-compete provisions. Local notarial and registry formalities are integral to valid corporate changes and must be coordinated carefully in Salamanca. Finally, advisors help align transactions with Spain’s startup incentives and address data protection duties for technology-heavy businesses.

Local Laws Overview

Venture capital vehicles and their managers are primarily regulated by Law 22-2014, which governs venture capital entities and other closed-ended collective investment entities, and their management companies. These entities are subject to authorization, registration, organizational, conduct, and reporting requirements overseen by the CNMV. As Spain has implemented the EU AIFM regime, managers may also rely on EU passporting rules when eligible, and marketing to investors must follow Spanish and EU investor protection standards. Unregulated angel investors and direct corporate investments are common at earlier stages, but they still must comply with general corporate, tax, and securities marketing rules.

Corporate governance and company forms are established by the Spanish Corporate Enterprises Act. Most startups begin as a private limited company known as SL and may later convert to a public limited company known as SA for broader share class flexibility or when preparing for larger rounds. Key protective provisions such as drag-along and tag-along, vesting, and good leaver and bad leaver clauses are typically set in a private shareholders agreement that complements the company’s bylaws. Capital increases, director appointments, and bylaw amendments must be formalized before a notary and registered with the Mercantile Registry of Salamanca.

Spain’s Startup Law promotes the startup ecosystem with tax incentives and more flexible stock option treatment, along with measures designed to attract talent and investment. While precise thresholds and rates change over time, the law generally improves the tax profile for startup employees and early-stage investors and offers administrative streamlining. A lawyer and tax advisor can confirm current eligibility and limits.

Foreign investment rules are relevant when a non-EU or non-EFTA investor acquires certain levels of influence in Spanish companies in strategic sectors. Spain’s screening regime under Law 19-2003 and Royal Decree 571-2023 can require prior authorization for specific transactions, including some venture rounds, particularly in areas such as critical technologies, critical infrastructure, defense, or sensitive data. Early scoping avoids closing delays.

Data protection is governed by the EU GDPR and Spain’s Organic Law on Data Protection, which are central for startups handling personal data, artificial intelligence models, or health and education technologies. Compliance involves lawful bases for processing, security measures, vendor agreements, and, where applicable, data protection impact assessments.

Tax considerations in venture deals include corporate income tax, personal income tax for founders and employees, withholding and reporting obligations, and potential reliefs or participation exemptions for certain shareholdings. Spain abolished capital duty on capital increases, but notarial and registry fees still apply to corporate actions. The design of equity incentives, such as options or phantom share plans, has important tax and employment law effects that should be confirmed before grant.

Public financing complements private capital in Castile and Leon. Regional and national bodies offer soft loans, co-investment, and grants oriented to innovation and internationalization. Coordination between private rounds and public instruments reduces dilution and strengthens a startup’s runway.

Frequently Asked Questions

How are venture capital funds regulated in Spain?

Spanish venture capital entities and other closed-ended funds and their managers are regulated by Law 22-2014 and supervised by the CNMV. Depending on the structure, managers may require authorization and must meet governance, capital, reporting, and conduct requirements. Many funds are structured as closed-ended vehicles managed by a licensed management company.

Do founders in Villares de la Reina need different contracts than in Madrid or Barcelona?

No. The same national corporate and financial regulations apply. However, you will work with local notaries and the Mercantile Registry of Salamanca for company filings, and you may access regional grants or programs specific to Castile and Leon and Salamanca.

What is typically included in a venture capital term sheet in Spain?

Key items include valuation, investment amount, liquidation preference, anti-dilution, board composition and vetoes, investor information rights, founder vesting and leaver provisions, transfer restrictions, drag-along and tag-along rights, and conditions precedent such as IP assignment and key hires. The term sheet is then expanded into binding investment and shareholders agreements.

Are SAFE notes common in Spain?

Convertible notes and participative loans are more common under Spanish law, while SAFEs are used less frequently and often governed by foreign law when they are used. Your lawyer can adapt terms to fit Spanish enforceability and tax rules or design a functionally similar instrument that suits local practice.

What due diligence should a startup expect before closing a round?

Typical diligence covers corporate records and cap table, bylaws and prior agreements, IP ownership and assignments, key commercial contracts, data protection compliance, employment and contractor arrangements, litigation, regulatory licenses if applicable, and basic tax status. Cleaning up IP and employment documentation early speeds up closing.

Can foreign investors participate in Spanish venture rounds?

Yes. Foreign investors commonly invest in Spanish startups. Some transactions with non-EU or non-EFTA investors may require prior authorization under Spain’s foreign investment screening regime when the company operates in sensitive sectors or when certain thresholds are met. KYC and anti-money laundering checks also apply.

How are employee stock options treated in Spain?

Spain’s Startup Law introduced improvements to stock option taxation and administration for qualifying startups, aiming to make equity compensation more attractive. Specific thresholds, exemptions, and deferrals are subject to conditions and periodic changes, so companies should obtain current tax advice before issuing options or phantom equity.

Do I need to amend the bylaws for an investment round?

Often yes. Investment rounds typically involve creating or refining share classes, preemptive rights, transfer restrictions, and governance rules. These changes must be executed in a notarial deed and filed with the Mercantile Registry of Salamanca to be enforceable against third parties.

What are common investor protections in Spanish deals?

Investors commonly seek liquidation preferences, anti-dilution protection, reserved matters vetoes, information and inspection rights, pro rata rights in future rounds, and representation on the board or as observers. Share transfer mechanics often include drag-along and tag-along clauses to manage exits.

How long does it take to close a venture round?

For a straightforward seed or Series A round, expect 4 to 10 weeks from signed term sheet to closing, depending on diligence findings, regulatory checks, the need for foreign investment clearance, and notary and registry timing in Salamanca. Early preparation and complete documentation reduce delays.

Additional Resources

Spanish Securities Market Commission known as CNMV for supervision of venture capital entities and managers. Bank of Spain for financial sector oversight in broader contexts. Spanish Tax Agency known as AEAT for tax compliance. Directorate General for Legal Security and Public Faith for corporate registry policy. Mercantile Registry of Salamanca for company filings and registrations. Consejo General del Notariado for notarial matters. Instituto para la Competitividad Empresarial de Castilla y Leon for regional business support. Chamber of Commerce of Salamanca for local business services. ENISA for startup and SME financing lines. CDTI for R and D and innovation funding. ICO for public financing and guarantees. University of Salamanca and its science park for incubation and tech transfer resources.

Next Steps

Clarify your transaction goals, whether raising capital, investing, or structuring a fund, and prepare a concise summary of the business, current cap table, and intended timeline. Gather core documents such as bylaws, shareholder registers, IP assignments, key contracts, and basic financials so a lawyer can review quickly. Arrange an initial consultation with a venture capital lawyer who is familiar with CNMV practice and with filings at the Mercantile Registry of Salamanca to map the structure, regulatory touchpoints, and closing steps. If foreign investors are involved, ask counsel to screen for potential foreign investment authorization needs early to avoid delays. Coordinate with a tax advisor to confirm eligibility for startup incentives and to design founder and employee equity plans that are tax efficient and compliant. Plan the closing calendar with milestones for diligence, document drafting, notary execution, and registry filings, and line up any public financing or grants that may need to be synchronized with the round. If you need immediate support, document your questions and any looming deadlines, then contact a qualified lawyer to prioritize actions and protect your position.