Launch your fintech with the right legal and regulatory structure from day one: incorporation, licensing, AML/CFT compliance, data protection and a compliance program designed for the financial technology sector in Spain and the EU.
“We design the optimal corporate structure for your fintech: entity type, location, shareholders’ agreement, equity split and safeguards with respect to co-founders and investors.”
“We identify the license your fintech needs (payment institution, electronic money institution, lender, CASP) and manage the authorization process before the competent regulator.”
“We implement the mandatory anti-money laundering system for your fintech: AML manual, KYC policies, risk assessment and a reporting channel to SEPBLAC.”
“We structure your fintech to raise investment: legal data room, due diligence readiness, investment agreements and representations for institutional investors and business angels.”
Choosing the optimal legal form for your fintech, shareholders’ agreement, equity split, founder vesting and protective provisions in the bylaws with future investors in mind.
Identifying the license you need and handling the application: payment institution, electronic money institution, crowdfunding platform, CASP or regulated lender.
Implementing your anti-money laundering system: risk assessment, AML manual, KYC/KYB policies, training and a reporting channel to SEPBLAC.
Compliance with the General Data Protection Regulation: record of processing activities, privacy policy, legal notices, agreements with data processors and breach management.
Preparing the legal data room, reviewing key contracts, cleaning up the cap table and organizing compliance documentation so you pass due diligence by funds and business angels.
Drafting terms and conditions, user agreements, and agreements with technology partners, payment service providers and partner financial institutions.
Operating without a license: providing payment services, taking funds from the public or issuing electronic money without the required regulatory authorization is a serious infringement with criminal and administrative consequences.
Weak corporate structure: a poorly drafted shareholders’ agreement or the lack of founder vesting can trigger irresolvable conflicts in the first funding rounds or when a co-founder leaves.
AML/CFT non-compliance: fintechs are obliged entities for anti-money laundering purposes. Without a working KYC/KYB system from launch, the company is exposed to serious SEPBLAC sanctions.
GDPR breaches: processing users’ personal data without the proper legal bases, processor agreements or a compliant privacy policy can lead to fines of up to 4% of global turnover.
Incomplete legal data room: investors walk away from, or cut the valuation of, fintechs with disorganized contracts, inconsistent cap tables or regulatory gaps left unresolved before due diligence.
A fintech (financial technology) is a company that uses technology to offer financial services more efficiently, accessibly or innovatively than traditional channels. Spain’s fintech ecosystem is one of the most active in Europe and includes a wide variety of business models.
The main types of fintech in Spain are: payment and transfer platforms, neobanks and payment accounts, crowdfunding platforms (crowdlending, crowdfunding), automated investment managers (robo-advisors), insurance fintechs (insurtech), digital identification and KYC solutions, and crypto-asset platforms (CASPs under MiCA).
Each business model has its own regulatory framework, which determines which licenses you must obtain, from which supervisor, and which capital requirements and compliance obligations apply.
The license you need depends on the service your fintech provides. The main regulatory authorizations for fintechs in Spain are:
Some fintechs operate under exemptions or as agents of authorized institutions. This lowers the initial requirements but imposes operating limits that must be analyzed case by case.
Starting a fintech in Spain requires a structured process that combines incorporating the company, obtaining the regulatory authorizations and putting the compliance framework in place.
The total time from incorporation to obtaining the license ranges from 3 to 18 months, depending on the type of authorization and the complexity of the fintech project.
Fintechs that provide payment services, fund management, financial intermediation or crypto-asset services are obliged entities under Law 10/2010 on the prevention of money laundering and terrorist financing.
This means that, from the start of their activity, they must have a complete AML/CFT system: a customer acceptance policy, KYC and KYB procedures, ongoing transaction monitoring, a system for reporting suspicious transactions to SEPBLAC, regular staff training and the appointment of a representative before the supervisory body.
Failure to meet AML/CFT obligations is one of the most frequent causes of serious sanctions in the fintech sector, including revocation of the license. Implementing the system correctly from launch is the best compliance investment a fintech can make.
Fintechs process their users’ personal data on a large scale, which makes them high-risk entities under the General Data Protection Regulation (GDPR) and Spain’s Organic Law on Data Protection (LOPDGDD).
A fintech’s basic data protection obligations include: identifying the legal bases for processing, keeping the record of processing activities, drafting the privacy policy and legal notice, signing data processing agreements with technology providers, and setting up a protocol for managing security breaches.
For fintechs that process sensitive financial data or credit risk profiles, a Data Protection Impact Assessment (DPIA) may be mandatory before processing begins.
Fintech-focused investors (venture capital funds, fintech accelerators and family offices) carry out thorough due diligence before investing, with particular attention to the company’s regulatory status, compliance and corporate structure.
An investment-ready fintech should have: a clean, documented cap table; an up-to-date shareholders’ agreement with anti-dilution and drag-along clauses; the license granted or in progress with complete documentation; an AML/CFT system implemented and audited; reviewed user agreements; and its GDPR compliance documentation in order.
Fintechs that reach a funding round with a complete legal data room and no open regulatory gaps close the round faster, with less friction and on more favorable valuation terms.
The legal costs of starting a fintech in Spain vary significantly depending on the type of license, the scope of compliance required and the complexity of the corporate structure. As a guide, the main costs are: incorporating the company, drafting the shareholders’ agreement, obtaining the regulatory license, implementing the AML/CFT system and achieving GDPR compliance.
The minimum capital required by regulation depends on the type of license: limited-category payment institutions can operate with €20,000, while full payment institutions require €125,000 and electronic money institutions €350,000. On top of these amounts come the legal and consulting costs of preparing the regulatory application.
Investing in rigorous legal advice from the outset reduces the risk of costly changes to the structure or compliance once the fintech is already operating or raising investment.
Starting a fintech involves multiple legal and regulatory areas. Discover the services that support the launch and growth of your fintech project.
Full anti-money laundering catalog: risk assessment, manual, KYC/KYB policies, training and audits for fintechs that are obliged entities.
Legal advice for crypto fintechs: CASP license under MiCA, registration with the CNMV, white paper and regulatory compliance for digital asset platforms.
Handling the Crypto-Asset Service Provider (CASP) license application before the CNMV under the MiCA Regulation for crypto fintechs.
Corporate compliance program for fintechs: whistleblowing channel, code of ethics, internal controls and a risk map adapted to the financial technology sector.
Independent regulatory compliance report for fintechs: validation of the AML/CFT system, GDPR compliance and regulatory structure for investors or regulators.
Design and implementation of AML/CFT systems for fintechs: digital KYC, transaction monitoring, beneficial ownership and preparation for SEPBLAC inspections.
Drafting the mandatory anti-money laundering manual for fintechs: procedures, roles, controls and workflows adapted to digital business.
Legal advice on secondary transfers of shares in fintechs: SPA, transfer restrictions, buyer KYC and tax structuring.
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Everything you need to know to launch your fintech project with the necessary legal and regulatory safeguards: business model, licenses, compliance, data protection and investor readiness.
The first step to start a fintech is to define precisely which financial services you will provide and to whom, because the applicable regulatory framework depends directly on that. A peer-to-peer payment platform is not the same as an automated portfolio manager or a crowdfunding platform.
Once the model is defined, you need to determine whether the activity is regulated, which supervisor is competent (Bank of Spain, CNMV or both), which license is required, and what capital, corporate governance and internal organization requirements the rules impose. In some cases, you can start operating under the umbrella of an authorized institution as an agent or distributor, which lets you validate the model before going through the full authorization process.
The most common legal form to start a fintech in Spain is the limited liability company (Sociedad Limitada, SL), thanks to its flexibility, low incorporation cost and adaptability to equity structures with multiple shareholders and investors. For projects with international ambitions or that seek institutional investment, it may be preferable to set up a corporation (Sociedad Anónima, SA) or even a holding company with an operating subsidiary.
The shareholders’ agreement is the most critical document in a fintech’s founding phase. It should govern founder vesting, drag-along and tag-along rights, restrictions on the transfer of shares, information rights and mechanisms for resolving disputes between shareholders. A well-drafted shareholders’ agreement protects the company and the founders against adverse scenarios that, although they may seem remote at the start, are statistically very common in a fintech’s life cycle.
Obtaining the license is the most demanding and decisive milestone when you start a fintech in Spain. The authorization application to the Bank of Spain or the CNMV requires a complete file that includes: a detailed program of activities, a business plan with three-year financial projections, a description of the corporate governance system and internal controls, the identification and documentation of shareholders with qualifying holdings, the CVs and good repute of the directors, and the anti-money laundering manual.
The review process can take from three months (for simplified licenses) to eighteen months (for full payment institutions or investment firms). During this period, the supervisor may issue requests for additional information which, if not answered properly and on time, can significantly extend the process or lead to a refusal.
In parallel with the regulatory authorization process, the fintech must implement its compliance system. On anti-money laundering, this means preparing the entity’s risk assessment, drafting the AML/CFT manual, designing KYC and KYB procedures, setting up the transaction monitoring system and appointing the SEPBLAC representative.
On data protection, the fintech must identify all the personal data processing it carries out, establish the applicable legal bases, keep the record of processing activities, draft the privacy policy and legal notices, sign data processing agreements with its cloud and technology service providers, and set up a security breach response protocol.
The contracts a fintech signs with its users are regulated documents that must meet specific transparency, pre-contractual information and consumer protection requirements, especially for payment services (PSD2), consumer credit or investment services. A common mistake when you start a fintech is to use generic terms and conditions templates that are not adapted to the company’s regulated activity or to the applicable Spanish and EU legislation.
Equally critical are the agreements with technology partners, payment infrastructure providers, asset custodians and other partner financial institutions. These contracts must properly regulate each party’s liability, SLAs, confidentiality obligations, intellectual property rights in the software developed and each provider’s regulatory compliance obligations.
The costliest mistake is starting to operate before obtaining the license: many fintechs launch with a beta phase or proof of concept without realizing that they are already providing regulated services. The Bank of Spain and the CNMV have imposed significant sanctions on entities operating without authorization, including immediate cease orders that require funds to be returned to customers.
Another common mistake is underestimating the time and resources needed for the authorization process: founders who do not properly size the cost of the regulatory process end up under cash-flow pressure precisely when they most need stability. Planning the licensing process well in advance, with sufficient capital in reserve, is essential.
Finally, not implementing the AML/CFT system from day one is a mistake with immediate consequences: the correspondent banks and payment service providers that give the fintech operational support require evidence of its compliance system before establishing the relationship, and its absence can block the operational launch even when the license has already been granted.
Key legislation, linked to the official text:
Legislation and links reviewed in .