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Selling shares · Spain

Selling startup shares in Spain: what you can sell, and the tax

Most Spanish startups are SLs, where participaciones transfer via a notary and carry a legal right of first refusal. Here’s what you hold, what the Startup Law changed, and how the sale is taxed.

If you hold equity in a Spanish startup, the first step is to pin down what you hold and how your company is structured — it changes what you can sell and how.

What do you hold? Options, or shares in an SL or SA

The Startup Law changed option tax

Spain’s Ley de Startups (Ley 28/2022) improved the tax treatment of qualifying startup employee stock options: a larger annual exemption (up to €50,000/year) and, importantly, deferral of taxation from the moment of exercise to a later liquidity event (such as a listing or sale, up to a limit of years). This eased the old “dry income” problem of being taxed before you had any cash.

Tax when you sell

A gain on selling shares is generally taxed in the savings base (base del ahorro) at progressive rates — broadly 19% / 21% / 23% / 27% / 28% (2024) depending on the size of the gain. Option gains linked to employment can be taxed as employment income, subject to the Startup Law relief. Confirm your position with a Spanish tax adviser.

The Spanish gotcha: if your company is an SL, transferring participaciones is notarial and the statutes almost always grant existing partners a right of first refusal — read the estatutos and any pacto de socios before you line up a buyer.

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Questions people ask

Can I sell my startup shares in Spain?
Often yes, but it depends on the company form. In an SL (Sociedad Limitada), participaciones are not freely transferable — existing partners usually have a legal right of first refusal (derecho de adquisición preferente) and the transfer is formalised before a notary in a public deed. In an SA, acciones transfer more freely. Options are generally exercised into shares before selling.
How are startup share sales taxed in Spain?
A gain is generally taxed in the savings base (base del ahorro) at progressive rates of roughly 19% to 28% (2024) depending on the amount. Employee option gains can be taxed as employment income, though the 2022 Startup Law increased the exemption (up to €50,000/year) and allows deferral of tax to a later liquidity event for qualifying options. Confirm with a Spanish tax adviser.
Do I need a notary to sell shares in a Spanish SL?
Generally yes for an SL: transferring participaciones is formalised before a notary in a public deed (escritura pública), and is subject to the right of first refusal and any restrictions in the statutes (estatutos). Shares in an SA (acciones) are less formal. Check your company's statutes and any shareholders' agreement (pacto de socios).

General information only — not financial, tax or legal advice, and not a substitute for advice from a qualified local professional. Tax rates and rules change and depend on your personal circumstances; the figures here are directional and simplified. Check your own share/option agreements and take local advice before selling. PrivateTechShares makes introductions only: it is not a broker, does not hold funds, and does not execute or advise on transactions.