Ley Crea y Crece: what it really means for your firm in 2026

By Ivor Padilla, co-founder of Gradion · Published 10 April 2026 · Last updated: 10 April 2026 · 16 min read

Spain's Ley Crea y Crece was marketed as a sweeping package: a €1 minimum share capital for limited companies, late-payment enforcement, a new crowdfunding regime, express municipal licensing. But the reason most people (clients, partners at professional services firms, the odd curious founder from abroad) end up Googling it is almost always the same: the obligation for B2B electronic invoicing between businesses and professionals. And there is a nuance almost no guide gets right.

We will walk through it in order: what Ley Crea y Crece actually is, which parts already bind your clients today, which part — the one everyone asks about — is still pending, how it relates to VERIFACTU, and what you can start preparing right now without spending a euro on new software.

TL;DR: Ley 18/2022 of 28 September, on business creation and growth — popularly known as Ley Crea y Crece ("Create and Grow" Act) — came into force on 19 October 2022 and already binds on matters of minimum share capital (€1 for SLs), late-payment rules, municipal licensing and the crowdfunding regime. The mandatory B2B electronic invoicing obligation (article 12) is still not in force as of April 2026: it depends on an implementing royal decree that has not yet been published and on an EU derogation Brussels has yet to authorise. The one- and two-year transition windows (for firms above/below €8 million annual turnover) only start ticking once that royal decree is approved — not before.

What Ley Crea y Crece is (and what it is not)

Ley 18/2022, of 28 September, on business creation and growth — popularly known as Ley Crea y Crece — was published in the BOE on 29 September 2022 and its general provisions took effect twenty days later, on 19 October 2022. Its stated aim, literally, is to accelerate the creation of new businesses and make it easier for them to grow, by stripping out some of the regulatory friction the legislator identified as a drag on the Spanish economy.

Structurally, Ley 18/2022 is a package of seventeen articles grouped into six chapters. Four of those blocks are what actually matters to the day-to-day of a Spanish professional services firm: streamlined incorporation of limited-liability companies (with minimum share capital now set at €1), promotion of electronic invoicing between businesses and professionals, measures to enforce payment terms and fight late payment, and an overhaul of the crowdfunding regime and other growth-financing tools.

Before we dig in, it is worth saying clearly what the act is not, because much of what you will find in the English-language coverage confuses it with something else:

• It is not VERIFACTU. VERIFACTU is Spain's invoicing-software registration regime for tax purposes. It is a separate regulation with a separate goal. It coexists with the B2B e-invoicing obligation but it is not the same thing. We come back to this below.
• It does not regulate the Facturae format itself. That is done by Ley 56/2007 together with the pending royal decree. Ley Crea y Crece only extends the obligation.
• It is neither "fully pending" nor "fully in force". It is a hybrid: three-quarters of the act has been binding since October 2022; the e-invoicing piece is on hold.

The parts that are in force (and already affect your clients)

Before we get to the e-invoicing headline, it is worth running through what already binds. These are the measures any Spanish firm or accountant should already be applying with their clients in 2026.

€1 minimum share capital for SLs

Ley Crea y Crece rewrites article 4 of Spain's Capital Companies Act (TRLSC) to lower the minimum share capital of a Spanish sociedad de responsabilidad limitada (the local equivalent of a private limited company). Since 19 October 2022, an SL can be set up with as little as one euro of share capital, down from the previous €3,000 floor. The threshold for a sociedad anónima (SA) remains at €60,000.

The €1 minimum comes with small print, and any client of yours should understand it before signing the deed. So long as the SL's share capital stays below €3,000, Ley 18/2022 requires at least 20 % of the annual profit to be set aside as legal reserve until that €3,000 floor is reached, and on a winding-up with insufficient assets the shareholders are jointly and severally liable for the gap between the subscribed capital and €3,000. The law does not so much remove the creditor safety cushion as defer it — paid in later from profits rather than upfront from shareholders.

In practice, the message to the client should be straightforward: the €1 minimum cuts the upfront cost of incorporation, but it does not cut the underlying liability or the obligation to build reserves. It is a flexibility gain, not a free pass.

Late payment and payment deadlines

Chapter IV of Ley Crea y Crece tightens the rules on late payment, but it does not invent the payment deadlines: those come from Ley 3/2004 of 29 December, on measures to combat late payment in commercial operations. The ceiling is the same as before: parties may contract for longer than the default period, but in no case can the agreed deadline between private businesses exceed 60 calendar days.

What is new is the way Ley 18/2022 ties the incentive to public money: if a company wants to receive a public subsidy, the grant-eligible costs must have been paid within the deadlines set out in Ley 3/2004. To make that work, the act amends Spain's General Subsidies Law (articles 13 and 31), so paying suppliers late is no longer merely a commercial problem — it becomes an automatic gatekeeper at the grant application counter. For a firm that handles grant applications on behalf of clients, this should sit near the top of the eligibility checklist.

Express municipal licensing

The act also broadens the list of economic activities exempt from prior municipal licensing. It does this by amending Ley 12/2012 on urgent measures for the liberalisation of trade and certain services, adding to the central list any activity already deemed "harmless" by at least one Spanish autonomous region. For any client of yours opening a physical location, that is one fewer queue at the town hall — and, more importantly, less time between signing the lease and opening the doors.

Crowdfunding reform

Chapter V of Ley 18/2022 introduces a new regime for crowdfunding platforms (in official Spanish, plataformas de financiación participativa), aligning the Spanish framework with Regulation (EU) 2020/1503, adopted on 7 October 2020, which displaced the previous regime in Title V of Ley 5/2015 on business financing. For a firm advising startups and SMEs through funding rounds, the practical change is that platforms now operate under a single European passport and a harmonised regime.

Mandatory B2B electronic invoicing: the part everyone searches for

This is the reason a good chunk of readers end up typing "ley crea y crece" into a search box. Article 12.

Article 12 of Ley 18/2022 does not regulate electronic invoicing itself; it amends article 2 bis of Ley 56/2007 on measures to promote the information society. The new wording is straightforward: "all businesses and professionals must issue, send and receive electronic invoices in their commercial relations with other businesses and professionals", together with an obligation to report the status of each invoice and to guarantee free interconnection and interoperability between invoicing platforms.

A subtle distinction, but one worth keeping in mind if you ever have to read the legislation yourself. The e-invoicing obligation is not created by Ley Crea y Crece: Ley 18/2022 merely extends it to all business-to-business and business-to-professional relationships, by amending article 2 bis of Ley 56/2007, on measures to promote the information society. It is that earlier act, together with the forthcoming implementing royal decree, that will dictate the technical specifics of the invoice itself — format, content, status fields, retention.

For a Spanish professional services firm, article 12 effectively establishes three things:

1. An obligation to issue and receive electronic invoices in all B2B commercial relationships (business-to-business, business-to-professional, professional-to-professional).
2. An obligation to report the status of each invoice back to the issuer (paid, rejected, accepted, and so on). That is new: it is what will finally allow aggregate measurement of actual payment times across the Spanish economy.
3. An obligation for invoicing platforms to be interoperable with each other, and to provide that interoperability free of charge, so that a client on one vendor's software can receive invoices from a client on another vendor's software without friction or tolls.

The real calendar: why you are not obliged yet

This is where the Google News headlines break down. Most of the content ranking for "ley crea y crece" either implies or states outright that mandatory e-invoicing "is already in force" or "takes effect this year". As of April 2026, that is not correct. And it is worth understanding exactly why.

The law itself separates its general entry into force from that of article 12. The eighth final provision of Ley 18/2022 sets two different windows for the B2B electronic invoicing obligation:

• For businesses with annual turnover above €8 million, the obligation takes effect one year after the implementing regulation is approved.
• For all other businesses and professionals, it takes effect two years after that same approval.

On top of that, article 12's entry into force is conditional on Spain securing the EU derogation provided for in articles 218 and 232 of Directive 2006/112/EC (the EU VAT directive). In other words, publishing the implementing royal decree in the BOE is not enough on its own — Brussels has to clear it too.

As of today — and regardless of the recurring headlines — the B2B e-invoicing obligation is not yet in force. The one- and two-year clocks set by the eighth final provision only start ticking the day the Spanish government approves the implementing royal decree foreseen by the law, and that royal decree is still pending as of this guide's publication. Once approved, it will also need the EU derogation from Directive 2006/112/EC. Always check the consolidated text of Ley 18/2022 on the BOE before committing to any software investment.

Translated into operational terms for a firm: if a vendor calls you today saying that "your client has been obliged to issue Facturae in format XYZ since this month", you are entitled to ask them for the precise reference to the published royal decree. If they cannot produce one, they are most likely selling urgency.

How it relates to VERIFACTU (and why they are not the same)

One thing worth clearing up, because it trips almost everyone: VERIFACTU is not the B2B e-invoicing obligation of Ley Crea y Crece. They are two different regulations, with different purposes, and they coexist. VERIFACTU is set out in Royal Decree 1007/2023, which develops article 29.2.j of Spain's General Tax Law, and requires invoicing software to stamp and log every invoice issued so that the Spanish tax authority can verify it. The B2B e-invoicing obligation in Ley 18/2022 regulates something different: the format of the document two businesses exchange with each other, regardless of whether it is later stamped for the tax authority. One is about "how you seal the receipt"; the other is about "what you send to the client". For a deep dive on VERIFACTU, see our dedicated guide.

Visually, think of them as two separate layers the invoice has to pass through to be considered "compliant":

Layer	Regulation	What it governs	Status in 2026
Layer 1 — fiscal integrity of the record	Royal Decree 1007/2023 (VERIFACTU)	How invoicing software stamps and logs each invoice so the Spanish tax authority can verify it	In force, with staggered application calendar
Layer 2 — B2B document format	Ley 56/2007 as amended by Ley 18/2022 art. 12 + pending royal decree	Structured format of the invoice between businesses, status reporting, platform interoperability	Pending royal decree + EU derogation

Both layers are mandatory once they are in force, but neither replaces the other. Invoicing software that complies with VERIFACTU will not automatically comply with mandatory e-invoicing (it will be missing the structured B2B format and the status reporting), and vice versa.

How it affects firms, tax advisers and accountancies

A professional services firm is not an ordinary "data subject" of this law. It sits in three different scenarios at once:

(a) As an issuer of its own invoices. You, as a firm, invoice fees to your B2B clients (other companies and self-employed professionals). Once the obligation kicks in, you will have to issue those invoices in structured electronic format and report the corresponding statuses. Because most firms bill below the €8 million threshold, the applicable window will be the two-year one starting from approval of the royal decree.

(b) As an adviser to your clients. Your corporate and self-employed clients will also be obliged, on the same calendar. A sizeable chunk of the value you will add to them in the year before the obligation takes effect is helping them choose software, clean data and adapt internal processes. If you are not ready yourself, you cannot get them ready.

(c) As the operator of an invoice intake flow. Your firm receives invoices from your clients' suppliers every day: utilities, rents, professional fees, purchases. Today they arrive by email, as PDFs, occasionally on paper. Once mandatory B2B e-invoicing is in force, they will all arrive in structured format — Facturae, or whatever the royal decree specifies. You need a channel to receive them, a process to classify them and a way to reconcile them with the accounting entries that later feed the quarterly Spanish VAT return (which we cover in depth in our guide to modelo 303). This is, of the three, the scenario with the most operational risk. We come back to it at the end.

What you can start preparing right now (without expensive tools)

You do not need to wait for the royal decree to start cutting risk. Half of the work of preparing for mandatory e-invoicing is free: it costs time and discipline, not money. These seven steps are the baseline:

1. Clean up the tax data in your CRM or ERP. Correct tax IDs, company names exactly as they appear on the commercial registry, up-to-date fiscal addresses. Without this, any platform will fail on issuing or receiving. Start with your 50 most active clients. A subtle reminder: when your client is a natural person — a self-employed professional — the tax data is also personal data under the GDPR, so cleaning up your client master record overlaps with your data-protection compliance (see our companion guide on GDPR and AI automation for the principles at play).
2. Segment B2C versus B2B. The obligation applies only to relationships between businesses and professionals. If you have individual consumer clients, they are out of scope. Drawing that line now saves confusion when the calendar actually starts.
3. Check whether your current software already supports Facturae. Many Spanish ERPs and invoicing programs have supported it for years by way of the public-administration sub-market, which has been mandatory for some time. Ask the vendor for a written confirmation.
4. Identify which of your suppliers already issue electronically. Large utilities, telcos and corporate landlords have been issuing in structured formats for years. Piloting the intake flow with them is your best zero-cost proof of concept.
5. Define the intake channel. A dedicated mailbox? A client portal? A webhook into your ERP? Deciding this before the royal decree saves you from having to restructure internal processes under calendar pressure.
6. Train the internal team. Partners will not process invoices — the administrative team at the firm will. Make sure they understand what Facturae is, what invoice statuses mean, and why the way they work is going to change.
7. Frame the "build vs buy" decision on the intake flow today. You do not have to close it, but you should know which side you are comfortable on: are you happy trusting a commercial product to receive and classify thousands of electronic invoices a month, or do you want part of the flow controlled in-house? This decision drives everything else.

Frequently asked questions about Ley Crea y Crece

Is electronic invoicing already mandatory in Spain?

It depends on who and in what context you are invoicing. Invoices to Spanish public administrations have been obliged to be electronic for some time, under a dedicated public-sector regime. For invoices between private companies or to self-employed professionals, the obligation exists on paper in Ley 18/2022 but has not yet entered into force, because it depends on an implementing royal decree that is still pending. As of today, between private companies, electronic invoicing is not yet mandatory.

What is the difference between VERIFACTU and mandatory electronic invoicing?

They are two separate regulations with two separate purposes. VERIFACTU (Royal Decree 1007/2023) governs how your invoicing software records and stamps each invoice for the tax authority. Mandatory electronic invoicing (Ley 18/2022 amending Ley 56/2007) governs the format of the document two businesses exchange with each other. Both will be mandatory once in force, and neither replaces the other.

When does the B2B electronic invoicing obligation take effect?

There is no hard date as of April 2026. The windows set by Ley 18/2022 are relative: one year from approval of the implementing royal decree for companies with annual turnover above €8 million, and two years for everyone else. The royal decree has not been published, so the clocks have not started. On top of that, entry into force is conditional on an EU derogation from Directive 2006/112/EC.

Which invoices exactly does Ley Crea y Crece cover?

All invoices issued in commercial relationships between businesses and self-employed professionals resident in Spain. Invoices to end consumers (B2C) are out of scope, public-administration invoicing has its own pre-existing regime, and cross-border operations will depend on the detail of the royal decree.

Does it affect me if I only invoice individuals?

The B2B e-invoicing obligation in article 12 will not affect you directly as an issuer, because it only applies to business-to-business and business-to-professional relationships. But the rest of the act still does: the €1 SL minimum, the late-payment rules if you have suppliers, the express municipal licensing if you open a physical location. The act is not only about e-invoicing.

Can I really incorporate an SL with €1 thanks to Ley Crea y Crece?

Yes. Since 19 October 2022, the minimum share capital of a Spanish sociedad de responsabilidad limitada is one euro. But while the capital remains below €3,000, two special rules apply: 20 % of the annual profit has to go to legal reserve until that €3,000 floor is reached, and on a winding-up with insufficient assets the shareholders are jointly and severally liable. It is a genuine flexibility gain, not a free pass.

What about payment terms and late payment?

The cap on payment terms between private businesses remains 60 calendar days, under Ley 3/2004. What Ley Crea y Crece adds is a serious incentive: above certain thresholds, only companies that can show they comply with those deadlines are eligible for public subsidies. For a firm handling grant applications on behalf of clients, checking the client's payment-terms compliance becomes a mandatory prior step.

How we are tackling this at Gradion

In the firms we have worked with so far, the starting worry is always the same: "what software do I buy to issue Facturae?" And yet, in the pilots we have run, the bottleneck has never been on the issuing side. It has always been on the other end of the flow: intake.

Any modern invoicing program can emit Facturae. What is hard — and where firms are going to feel real pain when the royal decree lands — is the other side: receiving thousands of electronic invoices a month from heterogeneous clients and suppliers, each on different software, each with different metadata quality, and turning them into reliable accounting entries without a human having to open every XML by hand. The format normalises the document; it does not normalise the process.

Our specific observation for this post: what you automate to survive mandatory e-invoicing is not the issuing side — it is the intake, classification and reconciliation flow. A ten-day pilot in a mid-sized firm leaves us, even before the regulation lands, with a single intake channel for invoices, automatic classification by supplier and concept, and accounting reconciliation with human intervention only on the doubtful cases. The day the royal decree is published, the firm already has the flow proven end-to-end; the rest is a matter of plugging the intake channel into the Facturae format.

To put the volume in perspective: according to the Spanish Statistical Office's Central Business Register (DIRCE), several million active businesses are registered in Spain — most of them SMEs and self-employed professionals — all of which will eventually have to issue and receive e-invoices under the Ley Crea y Crece regime. If your firm advises even a couple of hundred of them, you are looking at tens of thousands of inbound e-invoices per year landing in the firm's mailbox. Assembling that flow at the last minute, under deadline pressure, is a recipe for a gridlocked March.

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