International Law FirmA wire transfer into a Spanish company does not finish the job. Did anyone tell you the investment may also have to be declared to a government registry?
Under Royal Decree 571/2023, foreign investments are declared to the Investment Registry, run by the Directorate-General for International Trade and Investment. The declaration is mandatory and is made after the investment. The main triggers are:
- a non-resident reaching 10% or more of a Spanish company's capital or voting rights, including by incorporating it;
- equity contributions that do not increase share capital, from a holder of 10% or more;
- setting up or increasing the endowment of a Spanish branch;
- intra-group financing above 1,000,000 euros with a term longer than one calendar year;
- buying Spanish real estate above 500,000 euros (declared on a separate form, D-2A).
Who files and when
In general the non-resident investor files. Where a Spanish notary handled the transaction, the notary sends the information through the notarial council, and an investor who gave the notary all the data is relieved of filing. Fund managers file for collective investment vehicles.
For share and similar investments the form is D-1A, filed electronically within one month of the investment. With a notarised deal, the clock starts at formalisation before the notary. For registered shares, it starts when the shareholder is entered in the shareholder register. Selling out is declared on form D-1B. Some Spanish companies with 10% or more foreign ownership also owe an annual report, form D-4, for instance when capital or net equity exceeds 3,000,000 euros.
Investments with their origin in jurisdictions on Spain's non-cooperative list follow a stricter rule. In some cases they must be declared before closing as well, on form DP-1 or DP-2. Breaches fall under the penalty regime of Ley 19/2003.
A note on prior authorisation
This is separate from the declaration. Article 7 bis of Ley 19/2003 suspends free investment, so that prior authorisation is needed, for certain direct investments in listed sensitive sectors. These include critical infrastructure, critical technologies such as artificial intelligence and cybersecurity, and sectors holding sensitive personal data. It applies to investors based outside the EU and EFTA, or owned above 25% by such persons, who reach 10% or control. A deal closed without a required authorisation has no legal effect until it is legalised. Separate temporary rules have applied to EU and EFTA investors, so check the current position before you sign.
Picture a Dutch holding company that subscribes all the shares of a new Barcelona SL at a notary. The notary handles the filing, provided the holding supplied its data. Now picture the same holding buying a minority stake by private contract. Then the holding files form D-1A itself.
Close the deal, then file within the month.
This article reflects the position at its publication date. Rules change, so check them against your own case before acting.
Sources
- Real Decreto 571/2023, de 4 de julio, sobre inversiones exteriores, articles 4, 5, 11 and 14 to 17, BOE-A-2023-15549: https://www.boe.es/buscar/act.php?id=BOE-A-2023-15549
- Orden ECM/57/2024, de 29 de enero, procedures for foreign investment declarations (models, one-month deadline), BOE-A-2024-1774: https://www.boe.es/buscar/doc.php?id=BOE-A-2024-1774
- Resolución de 31 de enero de 2024, DG de Comercio Internacional e Inversiones, approving the declaration models, BOE-A-2024-1977.
- Ley 19/2003, de 4 de julio, article 7 bis (suspension of liberalisation of certain foreign direct investments), BOE-A-2003-13471: https://www.boe.es/buscar/act.php?id=BOE-A-2003-13471