Many founder exits include a second life for the founder inside the buyer's group. The founder sells the company, moves to Spain, and remains as CEO of the acquired business, regional executive, board adviser, integration consultant, product lead or director of a foreign subsidiary. Commercially, this feels like part of the same transaction. For Spanish tax and Beckham Regime purposes, it should be analysed as a separate role with its own income, source, payroll and evidence trail.
This page sits next to our guides on non-compete and consulting pay, earn-outs and deferred consideration, liquidity-event timing and fractional CFOs and interim executives. The difference is focus. Those pages ask what happens to the deal consideration or to portfolio-style executive mandates. This page asks what happens when the founder keeps working, directing or advising after closing.
On this page
Four roles that look similar but are not the same Why the income character changes Source and place of work under Beckham Payroll, autónomo and Social Security Director fees and management authority Permanent establishment and effective management risk Mapping the role against the Beckham timeline US founders and double-system reporting Role evidence checklist Frequently asked questions
"A founder who sells and stays on has two files, not one: the exit file and the work file. Beckham planning needs both."
— Jacob Salama · International Tax lawyer, Ilustre Colegio de Abogados de Málaga (nº 11294)
Four roles that look similar but are not the same
The first task is to name the role accurately. A founder may be an employee of the buyer, a statutory director or board member, an independent consultant, or an informal adviser. Those labels are not interchangeable. An employee is normally integrated into the buyer's organisation, subject to direction and payroll. A statutory director or board member has governance duties and may have legal authority. A consultant provides services under a contract, often with more independence. An adviser may have limited duties but can still create tax and management issues if the advice is strategic and regular.
Deal documents often blur these roles. A founder may have an employment agreement, a board appointment letter, a consulting statement of work and an earn-out covenant all signed around the same time. Before applying Beckham logic, the file should answer a practical question: what exactly will the founder do from Spain, who will pay for it, and what authority will the founder hold?
| Post-sale role | Typical document | Main Beckham issue |
|---|---|---|
| Executive employee | Employment agreement | Salary and payroll treatment for work performed from Spain |
| Statutory director or board member | Appointment letter or corporate resolution | Director fees, governance authority and source analysis |
| Independent consultant | Consulting agreement or SOW | Professional income, autónomo/VAT and Social Security questions |
| Board adviser or strategic adviser | Advisory agreement | Substance, decision-making authority and PE risk |
| Integration or transition lead | Transition-services agreement | Work-income character and timing over several years |
Why the income character changes
A founder may mentally treat the whole package as "the exit". Spanish tax law does not work that way. A share sale is one event. A salary, director fee or consulting invoice is another. Under the Beckham Regime, this distinction matters because the favourable regime does not magically turn work income into capital gain, or capital gain into salary. Each payment is characterised by what it pays for.
If the founder is paid to keep running the business, that is work or management remuneration. If the founder is paid to sit on a board, that is director or governance remuneration. If the founder invoices for integration support, that is professional income. The fact that the role exists because of the sale does not make the payments sale proceeds. A clean allocation keeps the price of the company separate from the ongoing labour or governance value delivered after closing.
Source and place of work under Beckham
During the Beckham period, Spanish-source and foreign-source analysis is central. Work performed physically from Spain can be treated differently from a foreign share disposal. If a founder moves to Málaga and spends each week managing product, approving budgets, joining management calls and directing teams, the role is being performed from Spain even if the buyer is foreign and the acquired company is outside Spain. The place where the work is done and the person exercising authority matter.
The same issue appears with consulting. A US or Singapore buyer may pay a Spanish-resident founder for monthly advisory calls. If those calls are carried out from Spain, the payment should not simply be assumed to be foreign-source capital income. It should be mapped as income from services performed during Spanish residence, then fitted into the Beckham framework and any applicable treaty, payroll or Social Security analysis.
Payroll, autónomo and Social Security
The next question is the operating setup. If the founder is an employee, should the foreign buyer run Spanish payroll or use an employer-of-record structure? If the founder is a consultant, must they register as autónomo, issue invoices, charge VAT where applicable and pay Spanish Social Security? If the founder is a director, are the fees paid through payroll, board-fee reporting or another mechanism? These questions are practical, not cosmetic.
Beckham planning fails when the tax election is treated as separate from how the role is actually paid. The form of payment, invoices, payslips, Social Security registration, board minutes and service agreements should all point to the same answer. If the file says "independent consultant" but the founder works full-time under the buyer's direction, the facts may not support the label. If the file says "foreign employee" but all duties are performed from Spain with no Spanish payroll plan, the implementation is incomplete.
Director fees and management authority
Director and board roles deserve their own review. A statutory director is not merely a consultant with a different title. Directors can hold corporate authority, sign contracts, approve accounts, represent the company and participate in management decisions. Director fees may therefore be analysed differently from ordinary consulting fees, and the role can also affect where strategic management is taking place.
Before relocation, review whether the founder will remain a director of the sold company, join the buyer's board, become a director of a Spanish subsidiary, or act only as a non-voting adviser. The more formal authority the founder retains, the more important it is to document limits: which decisions are reserved to another board, where board meetings occur, who can bind the company, and whether the founder signs contracts from Spain. A narrow advisory role and a true executive director role are not the same tax risk. If the founder keeps or takes seats on outside company boards rather than an operating role, see our page on the Beckham regime for non-executive and board directors, which covers how outside board fees are taxed.
Permanent establishment and effective management risk
A post-sale role can also create entity-level risk for the buyer or the founder's retained foreign company. If a Spanish-resident founder habitually negotiates contracts, concludes deals, directs operations or makes key management decisions from Spain for a foreign company, Spanish permanent establishment or effective management questions can arise. Beckham status is a personal tax regime; it does not immunise the foreign company from Spanish corporate tax analysis.
This risk is not automatic. Many founders can advise foreign businesses from Spain without moving corporate residence or creating a permanent establishment. But the role must be scoped. A founder who is only providing product transition support is different from a founder who remains the de facto CEO with authority over pricing, contracts, hiring and bank approvals. The job description, authority matrix and board minutes should match the intended risk profile.
Mapping the role against the Beckham timeline
Post-sale roles often last longer than expected. A six-month transition becomes a two-year consulting agreement. A board advisory position becomes an executive role. A retention package runs past the final Beckham year. Map the role against three dates: arrival in Spain, the first year covered by the Beckham election, and the first ordinary Spanish-resident year after the regime ends. Then place every salary, director fee, consulting invoice, retention payment and equity refresh on that timeline.
The cliff at the end of the regime matters. Income received or earned after the Beckham window may be taxed under ordinary Spanish resident rules, with broader worldwide-income and reporting consequences. If the founder's post-sale role is likely to continue beyond the six-year period, the contract should be reviewed not only for day-one tax treatment but also for what happens in year seven.
US founders and double-system reporting
US founders need the Spanish analysis coordinated with US federal and state advice. The United States may treat wages, director fees, consulting income, deferred compensation, stock refreshes and sale proceeds under different rules from Spain. US citizens and green-card holders remain subject to US worldwide taxation, so the same payment may have to be reported in both systems. The foreign tax credit, payroll withholding, state residency, self-employment tax and treaty positions should be checked before the documents are final.
State tax is particularly relevant where the founder used to live in a high-tax state and continues serving a company connected to that state. A founder who leaves California or New York but keeps an executive role with a buyer there may need a stronger residence break and work-location record than a founder whose only continuing role is occasional advice for a foreign buyer. Calendar, travel records, board minutes and invoices become part of the evidence.
Role evidence checklist
Keep a complete role file: employment agreement, consulting agreement, board appointment, board minutes, authority matrix, job description, payment schedule, invoices or payslips, payroll setup, Social Security registration, VAT treatment where relevant, travel calendar, evidence of where services are performed, and any emails showing who has authority to sign or approve key decisions. If there is an earn-out or retention package, keep it in the same folder but label whether it is capital, service-linked or mixed.
The file should let an adviser answer these questions quickly: are you employed, a director, a consultant or an adviser; where do you perform the work; who pays you; who can direct you; can you bind the company; and does the role continue beyond the Beckham period? If those answers are clear, the tax and immigration implementation becomes much more defensible.
Frequently asked questions
Is a director fee part of my company sale price?
No. A director fee is normally remuneration for governance or management duties. It should be reviewed separately from the price paid for your shares.
Can I be a consultant and still use the Beckham Regime?
Potentially, depending on the qualifying route, timing and facts. The consulting setup must be aligned with tax registration, Social Security and the real services performed from Spain.
What if the buyer is outside Spain?
A foreign payer does not automatically make the income foreign capital gain. If you perform executive or consulting work from Spain, the place of work and source analysis must be reviewed.
Can my role create risk for the buyer's company?
Yes, if you exercise key management or contracting authority from Spain. That can raise permanent establishment or effective management questions for the company.
Should the role be documented before I move?
Yes. The safest planning is done before relocation, signing and payroll setup, while the role can still be scoped and documented cleanly.
General information, not legal or tax advice. Sources reviewed July 2026: Article 93 of Law 35/2006 on the special regime for displaced workers, professionals, entrepreneurs and investors; Law 28/2022; AEAT procedures for Modelo 149 and Modelo 151; and Spanish tax principles on employment income, professional income, director remuneration, source rules, Social Security and permanent-establishment analysis. Director, executive and consulting roles are contract-specific and should be reviewed before signing and relocation.