Tax Corporate Lawyer in Barcelona

Structuring an investment in a Barcelona technology company

A Barcelona start-up may be converting an earlier investment into shares while raising fresh equity and reserving options for employees. LEXPERT helps founders reconcile those three changes before the price per share and investor rights are fixed.

Aerial view of the Eixample district in Barcelona

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Model the conversion before setting the share price

Gather the signed convertible instruments, amendments, valuation caps and discounts. Build a cap table showing each conversion separately from the new cash subscription. Identify accrued amounts and the date the calculation assumes, particularly if closing may move.

Coordinate the option pool with the investment documents

Establish whether the pool is counted before or after the investor subscribes. Separate options already granted from awards that the board may grant later. The term sheet, shareholders’ agreement and funding model should describe the same ownership outcome.

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Frequently asked questions

Why can two cap tables show different founder percentages?

They may treat the option pool, accrued interest or conversion date differently. Reconcile the assumptions and compare both models on the same fully diluted basis.

Which documents help review an overseas investor’s subscription?

Share the proposed subscription terms, investor ownership details, cap table and payment route. Include any side letter giving extra rights or changing the agreed economics.

Explore tax planning and advisory services in Barcelona or corporate tax counsel in Spain.

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