Elena Arrieta, 39, was a maintenance technician at an air-conditioning company in Bilbao until she was dismissed in March 2026. She has about 16,000 € of contributory unemployment benefit outstanding. With Iker, a former colleague who still works as an employee at another company, she wants to set up a sociedad limitada (the Spanish private limited company) to install air-source heat pumps in detached houses in Bizkaia. Iker would contribute 18,000 € and Elena would like to contribute 12,000 € from the lump sum. She would be the director and handle the technical and sales side; he would stay in his job until they see whether the business takes off. Elena asks whether she can capitalise her benefit to put the money into the company, or whether the lump sum is only for "old-fashioned" self-employed people.
The company route exists, but it is a different option
The lump sum is not limited to people setting up as individuals. Rule 1 of article 34.1 of Law 20/2007 provides, in its letter b), for the beneficiary to capitalise the benefit and put up to 100 % of it towards a contribution to the share capital of a trading company. The conditions are cumulative:
| Requirement | What the rule demands | Elena's situation |
|---|---|---|
| New or recent company | Newly formed, or formed in the twelve months before the contribution | It will be formed now: she meets it |
| Effective control | Holding control of the company under the Social Security test | It depends on the percentage: it has to be checked |
| Professional activity in it | Working in the company, not just investing | She meets it: she will be director and technician |
| Social Security scheme | Registration with the scheme for the self-employed (or the seafarers' scheme) | She will have to register with the RETA |
| No previous employment link | Not having worked for that company, or its group, just before becoming unemployed | She meets it: the company did not exist |
There is an important difference from the individual autónomo (the Spanish term for a self-employed person): here the rule speaks of putting "up to 100 %" towards the contribution, without requiring an investment in specific assets. What has to be proved is the contribution to capital, shown by the escritura (the deed executed before a notary) and the payment.
What "effective control" means
Law 20/2007 does not define control: it refers to the Social Security concept, which is now found in article 305.2.b) of the consolidated text of the General Social Security Law. That article contains one safe rule and three presumptions:
- In all cases there is control if the worker's shares amount to at least half of the share capital.
- It is presumed, unless the contrary is proved, if at least half of the capital is held by partners with whom the worker lives and to whom they are related by marriage or kinship up to the second degree.
- It is presumed if their holding is equal to or greater than a third of the capital.
- It is presumed if their holding is equal to or greater than a quarter and they have management and executive functions.
Outside those cases, the authorities may prove control by other means, but the beneficiary has no safe basis for claiming it.
Elena's percentages, step by step
With the planned figures:
- Total share capital: 18,000 + 12,000 = 30,000 €.
- Elena's holding: 12,000 / 30,000 = 40 %.
- Does it reach half? No.
- Does it reach a third? Yes: 40 % is more than 33.3 %. Effective control is presumed.
- She is also the director, which strengthens the presumption.
Now let us change the split. If Iker contributed 30,000 € and Elena 8,000 €, on a capital of 38,000 €:
- Elena's holding: 8,000 / 38,000 = 21 %.
- It reaches neither a third nor a quarter, even though she is the director.
- There is no presumption of control. Capitalising the benefit for this route would be seriously compromised.
The percentage is not a detail of the deed, it is the central requirement. It should be fixed before the articles of association are drafted, not adjusted afterwards.
The same control that opens the door to the lump sum requires Elena to pay contributions to the RETA as a company self-employed worker, at the rate that matches her earnings. In addition, the IRPF (Spanish personal income tax) exemption for the lump sum is conditional on keeping the holding for five years (art. 7.n of the IRPF Law): if Elena sold her shares earlier, she would lose it. Any later restructuring of the capital should be studied before it is signed, and we cannot predict how the SEPE (Servicio Público de Empleo Estatal, the Spanish state employment service) or Hacienda, the Spanish tax authorities, will view it.
What this route does not allow
Letter b) excludes anyone who had an employment relationship with that company, or with others in its group, immediately before becoming unemployed. If Elena had wanted to capitalise her benefit to join the air-conditioning company that dismissed her as a partner, she could not have done so.
Nor can it be used to buy shares in an old company. The company must be new or less than twelve months old on the date of the contribution. A company formed two years ago does not qualify for this route even if the beneficiary is going to control it.
And the timetable is the same as for the other options: rule 3 requires an application made before the start of the activity as a partner, taking as that start the date of the Social Security registration application. The order would be the lump-sum application, formation of the company, payment of the capital with the money received, and registration. The deadlines for proving it, which the SEPE sets at one month, are in the lump sum.
If you are thinking about a structure like Elena's, you can send us the planned split and the decision granting your benefit through the unemployment benefit and self-employment form. We review the percentage before the deed is signed.
Cooperatives and employee-owned companies: a different logic
Worker cooperatives and sociedades laborales (companies in which the employees hold the majority of the capital) have their own regime, which comes from article 1 of Royal Decree 1044/1985. Here effective control is not required: it is enough to join on a stable basis as a working member or working partner. The SEPE accepts this route even for someone who had a previous contractual link with the company, unlike what happens with an ordinary trading company.
The paperwork changes: article 3.1 of the same Royal Decree requires certification of the application to join and the conditions of membership and, if the company is new, the draft articles of association. Payment is conditional on the decision to admit the member or on registration in the relevant register.
In employee-owned companies, moreover, the partners' Social Security scheme depends on the family's weight in the capital: article 305.2.e) of the General Social Security Law places in the RETA working partners whose holding, together with that of the family members they live with, reaches at least 50 %.
For those who prefer to combine benefit and activity rather than capitalise, article 33.5 of Law 20/2007 extends the 270 days of compatibility to members of newly created employee-owned companies and worker cooperatives. That option is explained in drawing the benefit while you invoice.
What about Iker
The company route is individual: each partner capitalises their own benefit. Iker, who works as an employee, has no benefit to capitalise. If in the future he left his job and wanted to join the company, he could no longer use this option to contribute capital if the company is more than twelve months old, although he could consider compatibility or suspension with his own benefit. The differences between the three routes are in can I draw unemployment benefit and be self-employed?
The guide on the lump-sum payment of the benefit sets out the documents for each option, and the one on registering as self-employed covers the director's Social Security scheme.
The company structure and the partners' registration are also dealt with on the Salama Tax page on moving from unemployment benefit to self-employment.