EU/EFTA foreign investments will continue to require authorization

Royal Decree-Law 9/2024 once again extends the transitional regime for foreign investments by European Union (“EU”) and European Free Trade Association (“EFTA”) residents until December 31, 2026.

Until then, investments cumulatively meeting the following criteria will need authorization from the Council of Ministers:

• Investments by residents of EU/EFTA countries other than Spain, or by Spanish residents with a beneficial owner in an EU/EFTA country.
• Investments through which the investor becomes the holder of a 10% or greater stake in a Spanish company’s capital or gains control of it under article 7.2 of Act 15/2007 (the Spanish Antitrust Act).
• Investments in (a) companies listed in Spain (i.e., those with securities totally or partially admitted to trading on an official Spanish secondary market and with their registered office in Spain); or (b) unlisted companies if the investment value exceeds €500 million.
• The Spanish target company operates in a strategic sector.

For more information on the foreign direct investment regime, consult our key issues executive document presentation Legal Flash | Foreign investment in Spain: key questions. In addition to other topics, it addresses the following questions:

 What are the restrictions?

• Who do these restrictions affect?
• Are there any material thresholds?
• What sectors are affected?
• What are the authorization deadlines?
• Can the authorities condition the terms of my investment?
• What happens if there is a violation?
• Is there an interim regime?