Fdi legislation

Everything you need to know on FDI legislation in Catalonia and making it work for you

As one of the regions most open to international investment, Catalonia offers an attractive and flexible legal framework for foreign investors

Spanish FDI legislation has adapted its foreign investment rules to a system of general liberalization, applying the principles of free establishment and non-discrimination, which means that foreign investors may not be treated differently to Spanish investors, regardless of size or type of investment.

Non-resident companies must declare any foreign investment transaction that they execute in Spain. Depending on the case, the declaration may be submitted before or after the investment. In certain cases, Spanish companies participated by non-resident investors also must submit to the Administration an Annual Report that includes the development of the investment. The deadline for the submission of investment declaration or liquidation forms is one month from the date in which the investment was formalised.

The Registry of Foreign Investment, integrated into the Sub-Directorate General for Foreign Trade of Services and Investmentsof the Spanish Ministry of Economy and Competitiveness, is the institution that officially registers at a statistical level the flow and stock of foreign investment and supervises the foreign investment operations that are carried out in Spain.

Who is considered a foreign investor?

  • Natural persons not residing in Spain, who are Spanish natives or foreigners who reside or have their main residence overseas; and 
  • Legal persons residing overseas as well as public entities under foreign sovereignty.

What foreign investments should be declared?

  • Shareholding in non-listed Spanish companies (incorporation or acquisition of shares or stocks, through a purchase and sale transaction, a capital increase or any other transaction that involves the acquisition by a non-resident person); 
  • Shareholding more than 5% of the share capital of a listed Spanish company; 
  • Establishment of and share capital increase in a branch; 
  • Subscription and acquisition of marketable securities corresponding to loans issued by residents; 
  • Shareholding in investment funds registered with the National Markets and Competition Commission Registry; 
  • Acquisition of real estate property located in Spain, provided that its value exceeds EUR 3,005,060.52, or when the investor resides in a tax haven country, regardless of the amount. 
  • Incorporation, formalization and participation in joint ventures, foundations, economic interest groupings, cooperatives and joint-property entities, when the total value corresponding to the foreign investors' participation exceeds EUR 3,005,060,52 or when the investor resides in a tax haven, regardless of the value.

Catalonia is the most attractive region in Southern Europe in terms of foreign investment for 2020 and 2021. FDI Markets. Financial Times, 2020.