Tax advice for startups and scaleups
From incorporation to funding round: a scalable structure and shareholders’ agreements; team incentives with phantom shares and ESOPs; financing through ENISA; and investor reporting, with a CFO’s perspective.
Book an initial assessment meetingCompany formation and structure for startups
Setting up the right structure from day one avoids having to redo it (and pay for it) at the funding round. A startup is not just another SME: its structure has to be designed for investors to come in.
Designed so investors can come in without rebuilding the corporate structure halfway through the round.
The initial capital and the planned incentive pool (ESOP), decided before time pressure sets in.
Registered office, legal form and international expansion plans, with the right tax fit from the outset.
Compliance and accounting in order from the first financial year: it is the first thing an investor looks at.
Funding rounds and investors
Go into the round with your homework done: the investor’s due diligence is not the time to discover that documentation is missing. Negotiating with six months of runway and negotiating with twenty is not the same conversation.
- Understand
Pre-round assessment
Up-to-date accounts, risks quantified rather than just listed, and a defensible financial plan.
DeliverableStatus report and remediation plan - Data room
Data room
Corporate, tax and financial, employment and ESOP, contracts and intellectual property, packaged and organised.
DeliverableAn organised, complete data room - Cap table
Cap table
Who owns what before and after the round: dilution by scenario and an option pool sized in advance.
DeliverableUpdated and projected cap table - Agreement
Shareholders’ agreement
Vesting, drag-along, anti-dilution and exit scenarios, with their tax treatment reviewed before signing.
DeliverableReviewed agreement and its tax cost - Reporting
Investor reporting
It starts the day after signing: a fixed-date close, cash, margin and variances.
DeliverablePeriodic investor report
Financing that does not touch your equity
The same rigour in the application, without giving up equity or governance.
Profit-linked interest; counts as equity for capital reduction purposes.
Public loan with no personal guarantees, subject to a business plan and solvency. ENISA is also the body that certifies a company as a startup for the incentives under the Spanish Startup Law.
Aid for R&D projects with a genuine technical basis and demanding documentary justification.
From incorporation to the funding round, without redoing everything.
A scalable structure from day one.
Well-designed phantom shares and ESOPs.
Investor reporting with a CFO’s judgement.
Team incentives: phantom shares and ESOP
Attract and retain talent without tax surprises. Two different instruments, with different consequences for the company and for the employee.
Example of pool vesting: 4 years with a 1-year cliff, 25% vesting at the cliff, monthly vesting thereafter, and the full pool vested by year four with the tax treatment already planned. The periods, the size of the pool and the instrument, phantom shares or ESOP, are decided case by case: there is no standard allocation that works for every company.
Grant
The plan is signed: how many units, at what reference price and on what terms.
Cliff
Until it is reached, nothing vests. If the person leaves before then, they take no units with them.
Consolidation in tiers
After the cliff, it vests periodically, tranche by tranche.
Consolidated
The units are now theirs. What happens next, and how it is taxed, depends on the instrument.
CFO function for startups
When you scale, you need a finance function.
Months of cash runway ahead and month-by-month forecasting.
Unit economics and the real drivers of growth.
The information the board and investors expect.
Exit preparation and international taxation.
We adapt to your stage
If you are setting up, we build the foundations; if you are raising capital, we prepare the round; if you are already scaling, we provide a finance function and reporting.
If you are incorporating, we build the foundations.If you are raising capital, we prepare the round.If you are already scaling, we provide the finance function and reporting.Exit preparation and international taxation.
What you get
Scalable structure
A foundation that won’t need rebuilding when the funding round comes.
Funding round ready
Tax, finance, cap table and agreements ready for investors.
Aligned team
Phantom/ESOP plans with sound tax design.
A CFO’s perspective
Reporting and cash management for orderly growth.
A single team
Tax + finance + corporate, coordinated at every stage.
Tell us what stage you’re at
Incorporating, raising capital or scaling with a finance function: we review your stage and tell you what you need to grow in an orderly way.
Book an initial assessment meeting