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1、This work is for information only and its content can not be invoked in support of any claim in progress.ICEX does not assume responsibility for the information,opinion or action based on said content,regardless of whether it has made every effort to ensure the accuracy of the information contained
2、in its pages.This guide was researched and written by Garrigues,on behalf of ICEX,on February 2023.This guide is correct to the best of our knowledge.It is,however,written as a general guide so it is necessary that specific professional advice be sought before any action is taken.Madrid,June 2023 Ga
3、rrigues ICEX Espaa Exportacin e Inversiones,E.P.E.P de la Castellana,278 28046 Madrid Tel:902 34 90 00 Fax:914 31 61 28 icexicex.es desarrolloinvestinspain.org www.icex.es www.investinspain.orgAdministracin General del Estado(AGE)http:/administracion.gob.esCatlogo de publicaciones de la AGEhttp:/cpa
4、ge.mpr.gob.esNIPO(PDF):114230304Design&LayoutIntelligenia,S.A.The 2023 Guide to Business in Spain is a document that summarizes the main regulatory aspects governing investments in Spain.This publication is useful not only for investors who are dealing with the Spanish regulatory system for the firs
5、t time,but also for those who already have some prior knowledge and wish to learn more about the most important aspects of setting up and growing a company in Spain.Spain:An attractive country for investment1.Setting up a business in Spain2.Tax System3.Investment aid and incentives in Spain4.Labor a
6、nd social security regulations5.Intellectual property law6.Legal framework and tax implications of e-commerce in Spain7.Company and Commercial LawAI.The Spanish financial systemAII.Accounting and audit issuesAIII.41.2.3.4.5.6.7.AI.AII.AIII.1 Introduction2 The country,its people and quality of life3
7、Spain and the European Union4 Infrastructure5 Economic structure6 Domestic Market7 Foreign trade and investment8 Legislation on foreign investment and exchange control9 Obligations in relation to anti-money laundering and counter-terrorism financing1.Spain:An attractive country for investmentSpain i
8、s in an outstanding position worldwide in terms of the importance of its economy:the 16th largest economy in the world by GDP,the 13th country most attractive for for-eign direct investment(FDI),the 15th largest issuer of FDI and the 15th largest exporter of commercial services.Spain has a modern ec
9、onomy based on knowledge,in which services represent over 76%of business activity.It is an international center for innovation that benefits from a young and highly qualified population of a proactive nature,and competitive costs in the context of Western Europe,es-pecially as regards graduate and p
10、ost-graduate employees.The country has worked hard to equip itself with state-of the art infrastructures capable of fostering the future growth of the economy.And this has been done alongside a major commitment to R&D.There are interesting business opportunities for foreign investors in Spain in hig
11、h value-added and strategic fields such as the ICT,renewable energy,biotechnology,environ-ment,aerospace and automotive sectors,because of the attractive competitive environment.In addition,companies that set up business in Spain can gain access not only to the Spanish national market,an attractive-
12、ly large market(over 47 million consumers)with a high pur-chasing power,but also to the markets of the EMEA region(Europe,Middle East and North Africa),and Latin America,given its privileged geostrategic position,prestige and the strong presence of Spanish companies in these regions.The main charact
13、eristics of our country are described in this Chapter:demographics,political and territorial struc-ture,economy and the foreign trade sector.Spain:An attractive country for investment1.51.2.3.4.5.6.7.AI.AII.AIII.1 Introduction2 The country,its people and quality of life3 Spain and the European Union
14、4 Infrastructure5 Economic structure6 Domestic Market7 Foreign trade and investment8 Legislation on foreign investment and exchange control9 Obligations in relation to anti-money laundering and counter-terrorism financing1IntroductionSpain is one of the most important economies in the world,ranking
15、16th in size and has an immense capacity to attract foreign investment(currently ranked 8th in terms of foreign direct investment)1.Spains appeal for investment lies not only in its domestic market,but also in the possibility of operating with third markets from Spain.This is because Spain has a pri
16、vileged geo-strategic position within the Eu-ropean Union giving access to more than 2,400 million po-tential clients in the EMEA Region(Europe,Middle East and Africa).Its strong economic,historic and cultural ties also make Spain the perfect business gateway to Latin America.Furthermore,Spain is a
17、modern knowledge-based economy with services accounting for over 76%2 of economic activi-ty.The country has become a center of innovation support-ed by a young,highly-qualified work force and competitive costs in the context of Western Europe.This Chapter gives a brief description of Spains vital st
18、atis-tics:its population,its political and territorial structure and its economy.1 According to the 2022 A.T.K Kearney FDI Confidence Index.2 National Statistics Institute.Data from 2022.Spain:An attractive country for investment1.61.2.3.4.5.6.7.AI.AII.AIII.1 Introduction2 The country,its people and
19、 quality of life3 Spain and the European Union4 Infrastructure5 Economic structure6 Domestic Market7 Foreign trade and investment8 Legislation on foreign investment and exchange control9 Obligations in relation to anti-money laundering and counter-terrorism financing2The country,its people and quali
20、ty of life2.1 GEOGRAPHY,CLIMATE AND LIVING CONDITIONSThe Kingdom of Spain occupies an area of 506,030 square kilometers in the southwest of Europe,and is the second largest country in the EU.The territory of Spain covers most of the Iberian Peninsula,which it shares with Portugal,and also includes t
21、he Balearic Islands in the Mediterranean Sea,the Canary Islands in the Atlantic Ocean,the North African cities of Ceuta and Melilla and several small islands.Despite differences among the various regions of Spain,the country can be said to have a typical Mediterranean cli-mate.The weather in the nor
22、thern coastal region(looking onto the Atlantic and the Bay of Biscay)is mild and gen-erally rainy throughout the year,with temperatures neither very low in the winter nor very high in the summer.The cli-mate on the Mediterranean coastline,including the Balearic Islands,Ceuta and Melilla,is mild in t
23、he winter and hot and dry in the summer.The most extreme differences occur in the interior of the Peninsula,where the climate is dry,with cold winters and hot summers.The Canary Islands have a climate of their own,with temperatures constantly around 20 degrees Celsius and only minor variations in te
24、mpera-ture between seasons or between day and night.Spain has an excellent quality of life and is very open to foreign-ers.Almost 8,000 kilometers of coastline,abundant sporting facilities and events and social opportunities are crowned by the diversity of the countrys cultural heritage as a crossro
25、ads of civilizations(Celts,Romans,Visigoths,Arabs,Jews,etc.).2.2 POPULATION AND HUMAN RESOURCESThe population of Spain in 2022 was over 47 million peo-ple,with a population density of 94 inhabitants per square kilometer.Spain is a markedly urban society(see Table 1),as evi-denced by the fact that al
26、most 32%of the population lives in provincial capitals.Table 1THE BIGGEST CITIES IN SPAIN*POPULATIONMadrid3,280,782Barcelona1,636,193Valencia792,492Sevilla681,998Zaragoza673,010Mlaga579,076Murcia462,940Palma415,940Las Palmas de Gran Canaria378,797Bilbao344,127*Figures refer only to the municipal dis
27、tricts of each city.Source:Report on registered population of Spanish provincial capital cities at January 1,2022.National Statistics Institute/Official State Gazette.Spain:An attractive country for investment1.71.2.3.4.5.6.7.AI.AII.AIII.Spanish is the official language of the country.There are othe
28、r Spanish languages that are also official in the corre-sponding Autonomous Communities(regions),according to their“Statutes of Autonomy”.Education is compulsory until the age of 16 and English is the main foreign language studied at school.Spain has a labor force of more than 23 million people ac-c
29、ording to the Labor Force Survey(released in the fourth quarter of 2022).Spains population is relatively young:15%is under 16 years old,65%is between 16 and 64 years old,and only 20%is 65 and over,according to 2022 figures.As highlighted in Table 2,Spain has a highly diverse and multi-cultural popul
30、ation.Table 2FOREIGNERS RESIDENT IN SPAIN BY CONTINENT OF ORIGIN 202020212022*Europe3,200,4933,315,4273,488,252America1,032,6211,080,8171,125,113Asia471,539487,463497,054Africa1,091,4491,120,0901,130,902Oceania2,8272,9313,095Unknown1,5311,4231,714TOTAL5,800,4606,008,1516,246,130Source:Ministry of In
31、clusion,Social Security and Migrations3.*Data as of June 30,2022.Spain is particularly noted for the contribution from,and the integration of,these groups,as well as for the absence of cultural conflict.Spains labor force structure by economic sector underwent significant changes some time ago,with
32、an increase in the active population in the services sector and a decrease in the number of workers employed in farming and industry.Today,the services sector is by far Spains main employer(Chart 1 and Table 3).The labor force is highly qualified and capable of adapting to technological changes.Last
33、ly,in keeping with the commitment entered into with the European Union to promote job creation,the Spanish government has implemented significant reforms to the job market in recent years,introducing a greater degree of flex-ibility in employment.Like our neighboring countries,and as a result of the
34、 recent global crisis and the effects of the COVID-19 pandemic on the economy,Spain has launched an ambitious program of structural reform with a view to boosting economic growth and creating jobs.The Spanish government,in keeping with the commitments entered into by the European Union to promote em
35、ploy-ment,implemented major labor market reforms in line with the trends observed in neighboring countries and the pro-posals made by various economic agents and institutions and international economic advisers.The reforms aimed to introduce greater flexibility,reduced the dual nature of the job mar
36、ket and improve the employability of workers.A new labor reform was passed in 2022 with the main objective of ensuring availability of skills in the Spanish labor mar-ket and tackling the mismatch between labor supply and demand.This,among other factors,has led to the creation of 3.3 million jobs si
37、nce 2014.This positive evolution,which was interrupted due to the negative impact of the COVID-19 pub-lic health crisis in 2020,resumed its upwards trend in 2021 and this trend was maintained in 2022.A number of procedures have also been introduced to fa-cilitate the entry,residence and permanence i
38、n Spain,for reasons of general interest,of foreigners who plan to invest and create jobs in Spain or who are highly qualified profes-sionals.Chart 1LABOR FORCE STRUCTURE BY ECONOMIC SECTOR IN 2022Source:National Statistics Institute.3 https:/www.inclusion.gob.es/web/opi/estadisticas/catalogo/extran-
39、jeros_con_certificado#nav-ultimosdatosSpain:An attractive country for investment1.81.2.3.4.5.6.7.AI.AII.AIII.Table 3EVOLUTION OF LABOR FORCE STRUCTURE BY ECONOMIC SECTOR(%)202020212022Agriculture4.14.23.7Industry13.913.713.7Construction6.66.46.4Services75.475.776.2Source:National Statistics Institut
40、e.2022.Labor Force Survey.2.3 POLITICAL INSTITUTIONSSpain is a parliamentary monarchy.The King is the Head of State4 and his primary mission is to arbitrate and mod-erate the correct functioning of the countrys institutions in accordance with the Constitution.He also formally rat-ifies the appointme
41、nt or designation of the highest hold-ers of public office in the legislative,executive and judicial branches5.The Constitution of 1978 enshrined the fundamental civil rights and public freedoms as well as assigning legislative power to the Cortes Generales(Parliament)6,executive power to the Govern
42、ment of the nation,and judicial powers to independent judges and magistrates.The responsibility for enacting laws is entrusted to the Cortes Generales,comprising the Congreso de los Di-putados(Lower House of Parliament)and the Senado(Sen-ate),the members of which are elected by universal suf-frage e
43、very four years.The Cortes Generales exercise the legislative power of the nation,approve the annual State budgets,control the ac-tions of the Government and ratify international treaties.The Government7 is headed by the Presidente del Gobier-no(President of the Government)who is elected by the Cort
44、es Generales and is,in turn,in charge of electing the members of the Consejo de Ministros(Council of Ministers).The members of the Council of Ministers are appointed and removed by the President of the Government at his or her discretion.For administrative purposes,Spain is organized into 17 Au-tono
45、mous Communities(Regions)each of which generally comprises one or more provinces,plus the Autonomous Cities of Ceuta and Melilla in Northern Africa and the total number of provinces is 50.Each Autonomous Community(Region)exercises the pow-ers assigned to it by the Constitution as specified in its“St
46、atute of Autonomy”.These Statutes also stipulate the institutional organization of the Community concerned,consisting generally of:a legislative assembly elected by universal suffrage,which enacts legislation applicable in the Community;a Government with executive and admin-istrative functions,heade
47、d by a President elected by the Assembly,who is the Communitys highest representative;and a Superior Court of Justice,in which judicial power in the Communitys territory is vested.A Delegate appointed by the Central Government directs the Administration of the State in the Autonomous Community(Regio
48、n),and co-ordi-nates it with the Communitys administration.The Autonomous Communities(Regions)are financially autonomous and also receive allocations from the general State budgets.As a result of the structure described above Spain has be-come one of the most decentralized countries in Europe.4 http
49、s:/www.casareal.es/EN/corona/Paginas/subhome_corona.aspx5 https:/www.poderjudicial.es/portal/site/cgpj/?vgnextlocale=en&lang_choosen=en6 https:/www.congreso.es/en/home7 http:/www.lamoncloa.gob.es/lang/en/Paginas/index.aspxSpain:An attractive country for investment1.91.2.3.4.5.6.7.AI.AII.AIII.1 Intro
50、duction2 The country,its people and quality of life3 Spain and the European Union4 Infrastructure5 Economic structure6 Domestic Market7 Foreign trade and investment8 Legislation on foreign investment and exchange control9 Obligations in relation to anti-money laundering and counter-terrorism financi
51、ng3Spain and the European UnionSpain became a full member of the European Economic Com-munity in 1986.In this connection and according to figures published by the European Commission,Spain fully complies with the objectives established by the European Council.A major impact of European Union members
52、hip for Spain,and for the other Member States,came in the mid-nineties with the advent of the European Single Market and the Eu-ropean Economic Area,which created a genuine barrier-free trading space.Since then,the EU has advanced significantly in the process of unification by strengthening the poli
53、tical and social ties among its citizens.Spain,throughout this process,has al-ways stood out as one of the leaders in the implementation of liberalization measures.On July 1,2013,with the addition of Croatia,the number of countries in the European Union was increased to 28 Mem-ber States8.Nonetheles
54、s,the referendum on whether the United Kingdom and Gibraltar should remain in the Euro-pean Union was held on June 23,2016,the result being in favor of their exiting the Union.Thus,on January 31,2020 the United Kingdom left the European Union upon the entry into force of the Withdrawal Agreement,thu
55、s reducing the number of Member States to 27.With the aim of strengthening democracy,efficiency and transparency within the EU and,in turn,its ability to meet global challenges such as climate change,security,and sustainable development,on December 13,2007,the then 27 EU Member States signed the Tre
56、aty of Lisbon,which entered into force subject to prior ratification by each of the 27 Member States on December 1,2009.The Euro-pean Parliament elections took place between June 4 and 7 of that year9.Spain holds significant responsibilities within the EU,evi-denced by the fact that it is the fourth
57、 country in terms of vot-ing power on the Council of Ministers.Spain will also hold the Presidency of the European Union in the second half of 2023.The introduction of the Euro(on January 1,2002)heralded the start of the third Spanish presidency of the European Council and represented the culminatio
58、n of a long process and the creation of a veritable array of opportunities for growth for Spanish and European markets.Since January 1,2023,with the addition of Croatia,Eurozone membership now stands at twenty.The euro has led to the creation of a single currency area within the EU that makes up the
59、 worlds largest business area,bringing about the integration of the financial mar-kets and economic policies of the areas member states,strengthening ties between the member states tax sys-tems and bolstering the stability of the European Union.Furthermore,the adoption of a single European currency
60、has had a clear impact at an international level,raising the profile of the Eurozone at both international and financial gatherings(G-7 meetings)and within multilateral organiza-tions.The economic and business stability offered by the euro have contributed to the growth of the Spanish econo-my,as we
61、ll as its international political standing.In addition,measures are being implemented to strengthen the Europe-an economy;for example,the Euro-Plus Pact designed to consolidate the coordination of the economic policy in the Economic and Monetary Union.8 https:/europa.eu/european-union/about-eu/count
62、ries/member-coun-tries_en9 http:/europa.eu/european-union/law/treaties_enSpain:An attractive country for investment1.101.2.3.4.5.6.7.AI.AII.AIII.In May 2020 the European Commission presented a pro-posal for reviewing the Multiannual Financial Framework with a view to increasing investments in 2020 i
63、n order to confront the COVID-19 public health crisis.Subsequently,on December 17,2020 the Council of the European Union approved the Regulation laying down the multiannual financial framework of the European Un-ion for the years 2021 to 2027,consisting of a financing instrument aimed at supporting
64、all areas of action of the European Union,with a particular focus on ecological and digital transitions,and helping EU Member States to deal with the consequences of the COVID-19 public health cri-sis,stimulating their modernization and resilience.Spain thus remains committed to structural reforms,b
65、oosting economic growth,investment and employment,based on a more competitive European Union.Spain has traditionally benefitted from EU funding from the Structural Funds and the Cohesion Fund and is the third larg-est recipient of such Funds.During the 2020-2027 period,European financing under the M
66、ultiannual Financial Frame-work,together with the temporary recovery instrument“Next Generation EU”,is expected to entail a positive contribution of over 2 trillion to help repair the damage brought about by the COVID-19 pandemic and to support the long-term priori-ties of the European Union in vari
67、ous areas of action.European institutions are tasked with encouraging and supporting technological research and development.On December 11,2020 the Council of the European Union reached a provisional political agreement with the European Parliaments negotiators on the proposed Regulation estab-lishi
68、ng Horizon Europe for the years 2021 to 2027.Horizon Europe is built around three pillars:1.Excellent Science.2.Global Challenges and European Industrial Competi-tiveness.3.Innovative Europe.It seeks to boost industrial leadership in Europe and strengthen the excellence of its science base,which is
69、es-sential to the sustainability,prosperity and wellbeing of Eu-rope in the long term.On February 18,2022,the Council of Ministers passed the bill for reform of the 2011 Science Law,which aims to pro-vide resources,rights and stability for R&D&I personnel,as well as ensure stable and growing public
70、funding,with a tar-get of 1.25%of GDP which,coupled with private investment,would meet the European Union R&D funding target of 3%.In late 2015,the Government approved the creation of the State Research Agency in order to provide the Spanish sci-ence,technology and innovation model with a swifter,mo
71、re flexible and independent management system.This body,which is responsible for financing,assessing and allocating R&D funds,acts in conjunction with the Center for Indus-trial and Technological Development(CDTI),the other ma-jor R&D&i funding body focusing specifically on business,and which approv
72、ed a 39 million R&D&I funding package in 2022.Both entities steadily promote transnational and bilateral research and cooperation projects.As part of the Recovery,Transformation and Resilience Plan,the Ministry of Science and Innovation has estab-lished special employment measures to encourage the r
73、eturn of researchers to Spain,launching various lines of subsidies and special loans in the budget,targeted at R&D projects in the healthcare and aerospace sectors,among others.At the end of 2022,the Ministry of Science and In-novation presented the general outline of the General State Budget for 20
74、23,which includes a large direct investment in R&D&I.Specifically,the budget has been increased by 4%with respect to 2022,i.e.,up to 3,991 million.With a view to meeting targets under the European Green Deal,on August 31,2002,the European Commission ap-proved the 2023-2027 Common Agricultural Policy
75、 Strate-gic Plan for Spain(2023-2027 CAP).The main goals of the 2023-2027 CAP are to achieve a competitive and diversified agricultural sector,ensuring food security,protecting the environment and biodiversity,and strengthening the so-cio-economic fabric of rural areas.Spain:An attractive country fo
76、r investment1.111.2.3.4.5.6.7.AI.AII.AIII.1 Introduction2 The country,its people and quality of life3 Spain and the European Union4 Infrastructure5 Economic structure6 Domestic Market7 Foreign trade and investment8 Legislation on foreign investment and exchange control9 Obligations in relation to an
77、ti-money laundering and counter-terrorism financing4InfrastructureThe Government intends to continue with its program of heavy investment in this area in the future.In this connection,the Infrastructure,Transport and Hous-ing Plan(PITVI)was approved which,based on an analy-sis of the current situati
78、on and a rigorous assessment of Spanish needs,establishes the priorities and action plans up to 2024.Additionally,the Spanish government plans to allocate 6,667 million from the Next Generation program to mobility and infrastructure policies,mainly focusing on railroads,through the activity programs
79、 drawn up by railway infrastructure managers Adif and Adif Alta Velocidad.The objectives of the PITVI notably include:(i)enhancing the efficiency and competitiveness of the global transport system,optimizing the existing capacity;(ii)contributing to balanced economic development;(iii)promoting susta
80、inable mobility,combining its economic and social effects with respect for the environment;(iv)reinforcing territorial cohesion and accessi-bility to all State territories through the transport system;and(v)improving the functional integration of the transport sys-tem as a whole by taking an intermo
81、dal approach.The motorway and dual carriageway network,of nearly 17,551 kilometers,has undergone constant renovation with a view to enhancing its efficiency.Today it is the leading European motorway and dual carriageway network.The im-provement of the motorway and dual carriageway network and an inc
82、rease in high-capacity roads,with investment of 36,439 million,is among the objectives of the plan.As far as railway transport is concerned(where Spain has a network of almost 18,000 kilometers),high-speed networks have become a priority.Madrid currently has high-speed train connections to 35 Spanis
83、h cities,meaning that approximately two-thirds of the Spanish population live within reach of a high-speed train station.The Spanish high-speed network is constantly being ex-panded.The new MadridMurcia and MadridBurgos sec-tions were added in 2022 and the Madrid-Asturias line is ex-pected to be ina
84、ugurated in 2023.The Spanish government estimates that construction of the entire rail corridor from Almeria to the French border will be completed by 2025-2026.In fact,in recent years,Spain has become a global high-speed rail pioneer,having multiplied the kilometers of high-speed lines in service m
85、ore than nine-fold,from just over 450 kilometers to around 4,000 kilometers at present.Since its inception,over 57,000 million has been invest-ed in the high-speed rail network,making a commitment to ensuring that 9 out of every 10 citizens live less than 30 kilometers away from a high-speed rail st
86、ation.Spain has thus become the leading country in Europe and the second worldwide,after China,in terms of the number of kilometers of high-speed lines in operation,outperform-ing countries such as France and Japan.Looking toward to 2023,and in line with previous years,the General State Budget conte
87、mplates that railroads will receive the bulk of State and European infrastructure funding,with the majori-ty earmarked for high-speed rail.Also noteworthy is the important network of relations with managers of railroad infrastructure in other countries,es-tablished as a result of signing cooperation
88、 protocols.In the context of these agreements representatives from a range of countries,such as the US and Brazil,have visited Spain to learn about its high-speed model.By way of example,since 2020,administrative licenses and concessions have been granted to Spanish companies for their participation
89、 in the construction of railway infrastructure and equipment Spain:An attractive country for investment1.121.2.3.4.5.6.7.AI.AII.AIII.in countries such as Australia(Sydney),the United King-dom,Slovakia,Poland and the United States(Dallas and Houston),among others.Additionally,Renfe operates the high-
90、speed line connecting Medina and Mecca in Saudi Ara-bia.In this context of expansion,the Renfe Strategic Plan envisages that 10%of the companys revenue will come from international markets in 2028.Regarding the deregulation of rail passenger transport services,approval was recently given to Royal De
91、cree-law 23/2018 of December 21,2018,which transposes the Di-rective developing the single European railway area,al-lowing access to the railway infrastructures of all Member States and reinforcing the independence and impartiality of the administrators of such infrastructures.As a conse-quence of t
92、he deregulation,it was announced in 2020 that the high-speed lowcost service known as“Avlo”would be-gin to operate,although its inauguration was postponed until June 2021,due to the COVID-19 public health crisis.In addition to the entry into operation of“Avlo”trains,other high-speed low-cost operato
93、rs have also entered the mar-ket,such as“Ouigo”in 2021 and“Iryo”in 2022,fostering competition in the sector.Finally,the ongoing liberalization of the freight sector since 2005 has led to the creation of private enterprises that trans-port goods by railroad.Following approval of the European Recovery
94、 Plan,the European Commission has authorized a 120 million support package designed by the Spanish government,with a time frame until June 2026,channeled through subsidies aimed at companies that substitute road transport for rail transport,compensating the difference in costs between the two modes
95、of transport.This plan aims to incentivize rail transport over road transport,as well as improve the competitiveness.Air transport links the main Spanish cities via Spains 48 air-ports,which also connect Spain to the worlds leading cit-ies.Spain is a major hub for routes linking the Americas and Afr
96、ica to Europe.The most significant investments in the pipeline are aimed at Madrid airport.AENA plans to invest 2,400 million in Adolfo Surez MadridBarajas Airport up to 2026,the main objective being to increase capacity up to 80 million passengers and to consolidate its position as the main global
97、link to Latin America.Passenger numbers rose in 2021 and this upward trend was maintained in 2022 with a 60%increase compared to the previous year.The 2025 Flight Plan approved by ENAIRE provides for investment in excess of 100 million a year,with 156.6 million allocated for 2023,of which 98.8 milli
98、on are earmarked for the European ATM Master Plan within the framework of the Single European Sky.By the end of the Plan in 2025,total investment will have reached 737 mil-lion,with the aim of adapting to the liberalization of ser-vices,as well as globalization and the consolidation of air navigatio
99、n managers.The 2025 Flight Plan also seeks to enhance flight path efficiency as part of a commitment to sustainable aviation.Furthermore,with over 46 international ports on the Atlantic and Mediterranean coasts,Spain boasts excellent maritime transport links,becoming a port and harbor powerhouse,onl
100、y behind the Asian giants,the US,Germany and the Netherlands.The reinforcement of short-distance maritime transport,both domestic and European,and the develop-ment of seaside motorways are some other key initiatives.Moreover,the Motorway of the Sea between Spain and France is now in operation,linkin
101、g Vigo with the French port of Nantes-Saint Nazaire.Furthermore,Spain plans to pro-mote this type of link in the Mediterranean,through agree-ments with Italy and other countries,with a view to increas-ing the number of links already on offer and operating with good results between the port of Barcel
102、ona and several Italian ports.The ferry line between Santander and the Irish port of Cork has also been reopened,and services between Santander and the UK ports of Plymouth and Portsmouth were also reinforced in 2022.This will allow a more sustainable alternative in some of the main flows within the
103、 EU.In addition,with a view to im-proving the competitiveness of ports,the Ports Law was revised in 2021 to increase competitiveness and introduce the regulation of autonomous or unmanned ships.In the same vein,the 2021-2025 Investment Plans for the port system were approved in 2021 to enhance port
104、system connections,with an investment of more than 11,000 mil-lion as part of the new Strategic Framework for the General Interest Port System.As part of its plans for internationalization,the State Port Authority is promoting alliances with the major Chinese op-erators,with the Barcelona Europe Sou
105、th Terminal(BEST)at the port of Barcelona being operated by Chinese group Hutchinson Port Holdings(HPH),the leading port terminal operator in the world.Competitiveness and an emphasis on renewable energies has led shipping company Maersk to pick Spain as one of the world centers for production of it
106、s green fuel.Three major Spanish ports(Baha de Algeciras,Valencia and Barcelona)are listed among top 100 ports worldwide in terms of container traffic10,thereby confirming Spains strategic position in the global maritime transport industry.Spain is well equipped in terms of technological and indus-t
107、rial infrastructure,having seen a boom in recent years in technological parks in the leading industrial areas,as well as around universities and R&D centers.There are currently 64 technological parks11 housing 8,145 companies,main-ly engaged in the telecommunications and IT industries,in which a lar
108、ge number of workers are employed in R&D activities.10 https:/ Members of the Association of Science and Technology Parks in Spain.http:/www.apte.org/esSpain:An attractive country for investment1.131.2.3.4.5.6.7.AI.AII.AIII.Spain also boasts a solid telecommunications network,with an extensive conve
109、ntional fiber optic cable network covering the country almost in its entirety,in addition to an extensive undersea cable network,aided by its privileged geographical position.Particularly noteworthy is the significant deregulation set in place many years ago in the majority of industries,including t
110、he telecommunications industry,meeting the deadlines set for such purpose by the EU with ease.Among other ad-vantages,this deregulation has meant a more competitive range of products on offer as reflected in costs,essential for economic development.Also notable is Government backing for integral man
111、age-ment of water resources,based on environmental manage-ment and recovery,more efficient use of water and planned management of risks such as droughts and flooding.As part of these initiatives,the Spanish government approved the 2022-2027 Water Plans for the Spanish River basins,which came into fo
112、rce in February 2023.The main objec-tive of the new plans is to readjust water management to the effects of climate change,reducing allocations to adapt them to climatic conditions and improve the treatment of urban waste.Spain:An attractive country for investment1.141.2.3.4.5.6.7.AI.AII.AIII.1 Intr
113、oduction2 The country,its people and quality of life3 Spain and the European Union4 Infrastructure5 Economic structure6 Domestic Market7 Foreign trade and investment8 Legislation on foreign investment and exchange control9 Obligations in relation to anti-money laundering and counter-terrorism financ
114、ing5Economic structureThe structure of the Spanish economy is that of a devel-oped country,with the services sector being the main con-tributor to GDP,followed by industry.In 2022,these two sectors represented more than 92%of Spains GDP,with ag-ricultures share today representing 2.65%of the total G
115、DP,having declined sharply(see Table 4).Table 4STRUCTURE OF GDP(%OF TOTAL,CURRENT PRICES)SECTOR202020212022Agriculture and fishery3.15%2.89%2.65%Industry16.00%16.94%17.60%Construction6.07%5.58%5.22%Services74.79%74.59%74.53%Source:National Statistics Institute.Having withstood the effects of the Cov
116、id-19 public health crisis,GDP continued its growth trend in 2022,after picking up in 2021,although to a lesser extent due to the impact of the Russian invasion of Ukraine in February 2022 and the fall in consumption.The variation in the quarter-on-quarter GDP growth rate for the fourth quarter of 2
117、022 was 0.2%12 in terms of volume.Nonetheless,year-on-year growth in GDP amounted to 2.7%13,reflecting a sustained recovery of the Spanish econ-omy.The GDP growth rate is expected to remain at similar levels in 2023.Inflation in Spain had been gradually falling since the end of the 1980s.Average inf
118、lation between 1987 and 1992 was 5.8%;it dropped below 5%for the first time in 1993,and it has been shrinking gradually since then.For refer-ence,the year-on-year inflation rate at December 2020 was-0.5%.However,2021 saw a change in the inflation trend,due mainly to an upsurge in demand following th
119、e restric-tions introduced as a result of the pandemic,leading to mismatches between supply and demand as a result of shortages of raw materials,particularly energy products,compounded by the invasion of Ukraine in 2022.This generalized increase in prices was reflected in a year-on-year inflation ra
120、te of 5.8%at the end of 2022,driven mainly by the rise in fuel prices.Although inflation remained relatively high with respect to 2021,the drop in electricity prices meant that 2022 ended with a year-on-year inflation rate one percentage point lower than the previous year.This slowdown in the inflat
121、ion rate is expected to continue for the next few years.12 National Institute of Statistics,Quarterly National Accounts of Spain.Principal Aggregates.Fourth Quarter of 2022.13 National Institute of Statistics,Quarterly National Accounts of Spain.Principal Aggregates,Fourth Quarter of 2022.Spain:An a
122、ttractive country for investment1.151.2.3.4.5.6.7.AI.AII.AIII.Table 5GROWTH FOR OECD COUNTRIES(%)REAL GDP GROWTH202020212022EU countriesGermany-4.12.81.9France-7.97.22.6Italy-9.17.04.0United Kingdom-11.0-8.54.2Spain-11.36.15.5Other countriesUnited States-2.86.12.1Japan-4.32.31.1Total Euro Zone-6.35.
123、55.5Total OECD-4.45.92.3Source:OECD Quarterly National Accounts.Spain:An attractive country for investment1.161.2.3.4.5.6.7.AI.AII.AIII.1 Introduction2 The country,its people and quality of life3 Spain and the European Union4 Infrastructure5 Economic structure6 Domestic Market7 Foreign trade and inv
124、estment8 Legislation on foreign investment and exchange control9 Obligations in relation to anti-money laundering and counter-terrorism financingTable 6GROWTH OF PRODUCTION AND DEMAND COMPONENTS(%)PRODUCTION COMPONENTS20212022Agriculture and fishery2.10-1.13Industry7.733.00Construction-2.153.98Servi
125、ces6.536.58DEMAND COMPONENTS20212022Private consumption9.434.20Public consumption2.88-0.95Gross fixed capital formation6.653.45National Demand5.702.90Exports of goods and services16.5315.18Imports of goods and services15.757.83Source:National Institute of Statistics.6Domestic MarketGrowth in the Spa
126、nish economy in recent times has been driven by a sharp increase in demand and a substantial ex-pansion of production in the current context of globalization of the economy.Today Spain has a domestic market of over 47 million peo-ple with a per capita income in 2021 of 25,498 according to data from
127、the National Statistics Institute,with additional demand coming from the 71.6 million tourists who visited Spain in 202214.This marked a 129.5%increase in tourist numbers with respect to 2021,an exceptional recovery fol-lowing the COVID-19 public health crisis.Table 6 reflects the growth of producti
128、on and demand com-ponents in the last year.The consolidated growth rate of the Spanish economy is mainly due to the contribution of national demand,as well as to foreign demand,given the increase in exports.14 Tourism Border Movements(FRONTUR)statistics.Data at December 2022.National Statistics Inst
129、itute.Spain:An attractive country for investment1.171.2.3.4.5.6.7.AI.AII.AIII.1 Introduction2 The country,its people and quality of life3 Spain and the European Union4 Infrastructure5 Economic structure6 Domestic Market7 Foreign trade and investment8 Legislation on foreign investment and exchange co
130、ntrol9 Obligations in relation to anti-money laundering and counter-terrorism financing7Foreign trade and investmentRapid growth in international trade and foreign investments in recent years has made Spain one of the most internation-ally-oriented countries in the world.With regard to the trading o
131、f goods,in 2021 Spain was ranked 19th in the world as an exporter and 15th as an im-porter;while in the trading of services it occupies 15th place as an exporter and 21st place as an importer15.Spanish exports and imports of goods account for 1.7%and 1.9%,respective-ly,of the worldwide total,while S
132、pan-ish exports and imports of services represent 2.0%and 1.3%respectively.The breakdown by industry of foreign trade is relatively diversified,as can be seen in the following table:15 WTO“World Trade Statistical Review 2022”.16 Annual data published by the Spanish Ministry of Industry,Trade and Tou
133、rism.January December 2022 data.Table 7DISTRIBUTION OF EXPORTS AND IMPORTS 2021(AS A%OF TOTAL)EXPORTSIMPORTSChemical products18.6%Energy products19.9%Capital goods17.5%Capital goods19.7%Food16.5%Chemical products16.5%Automobile industry11.5%Food11.4%Semi-manufactured non-chemical products11.0%Consum
134、er goods10.6%Energy products9.8%Automobile industry8.5%Consumer goods8.8%Semi-manufactured non-chemical products7.6%Raw materials2.5%Raw materials3.0%Other goods2.2%Durable consumer goods2.4%Durable consumer goods1.6%Other goods0.6%Source:Ministry of Industry,Trade and Tourism.January December 2022
135、data.As would be expected,the countries of the EU are Spains main trading part-ners.Accordingly,during 202216,Spanish exports to the European Union ac-counted for 62.8%of total exports and sales to the Eurozone represented 55.2%.Imports from the European Union accounted for 44.7%of the total and tho
136、se from the Eurozone represented 37.7%.Spain:An attractive country for investment1.181.2.3.4.5.6.7.AI.AII.AIII.Specifically,Spains leading trade partners are France and Germany.Outside the EU,Asia and Africa have displaced Latin America and North America from their traditional role as Spains main no
137、n EU trading partners.The positive adaptation of Spanish companies to the new worldwide economic scenario,reflected mainly in the pro-gressive diversification of the markets to which Spanish products and services are directed should also be under-scored.Indeed,Spanish exports are to some extent bein
138、g redirected from the EU to the rest of the world.In this re-gard,Spains share of exports to the EU dropped from 70.1%in 2007 to 62.8%of total exports in 2022.As regards investment,Spain is one of the main recipients of investment worldwide.Specifically,Spain is the 13th largest sovereign country re
139、-cipient of foreign investment worldwide in terms of stock(and 6th in the EU)with USD 819,725 million.Spain is the 15th largest source of FDI in terms of stock,with a volume equal to USD 600,808 million in 202117.With a view to making the Spanish economy more compet-itive and boosting the contributi
140、on made by foreign trade to growth and job creation,the Spanish government has adopted a series of measures aimed at enabling Spanish businesses to access the financing required for their in-ternationalization.Noteworthy among the financial instru-ments approved by the Spanish government to provide
141、official support for the internationalization of Spanish en-terprise are the Foreign Investment Fund(FIEX),the Fund for Foreign Investment by Small and Medium-sized Enter-prises(FONPYME)and the Enterprise Internationalization Fund(FIEM),)and the Fund for Co-investment with Sov-ereign Institutions(FO
142、CO),within the framework of the Recovery,Transformation and Resilience Plan,which were allocated a total of 1,200 million in 2023 to channel the internationalization support and mentoring programs man-aged by the Spanish Chamber of Commerce.Also notable are the credit facilities for business owners
143、and independent contractors offered by the Official Credit Institute(ICO)and approved in 2023:the 2023 ICO International Facility and the 2022 ICO-Exporters Facility.In order to foster internationalization and the inflow of funds from the European Recovery Plan,a new maximum amount eligible for fina
144、ncing under the FIEM was approved in 2022,offering funding of up to 10 million per transac-tion,thereby facilitating access to financing for export and investment transactions by Spanish SMEs.The ICO has also managed funds for enterprises and in-dependent contractors aimed at mitigating the economic
145、 impact of the war in Ukraine through the approval of the Ukraine Guarantees Facility to be used as liquidity and in-vestment instruments open to companies and independent contractors in all production sectors,with a budget of up to 10,000 million.In the same vein,and as part of the Re-covery,Transf
146、ormation and Resilience Plan,the Ministry of Industry,Trade and Tourism has allocated 50 million eu-ros to the Technology Fund for Trade,the main objective of which is the incorporation of new technologies that allow SMEs to respond to new consumer habits derived from dig-ital transformation.The 201
147、7-2027 Spanish Economy Internationalization Strategy runs along the same lines.The“2021-2022 In-ternationalization Support Action Plan”formed part of the 2017-2027 Spanish Economy Internationalization Strategy,and its priority objectives centered on the following three lines of action:(i)to configur
148、e the foreign sector as a pillar of growth and employment;(ii)to achieve greater resilience in the production and export fabric;and(iii)to promote a structural change in internationalized enterprises toward digitalization and sustainable development.By way of a summary of Spanish foreign trade,the b
149、alance of payments is set out below.17 According to the UNCTAD“World Investment Report 2022”.Table 8SPAINS BALANCE OF PAYMENTS(MILLIONS OF EUROS)20212022I.Current account11,40310,074Goods and services19,11421,011Primary and secondary income-7,711-10,937II.Capital Account7,4059,551III.Financial Accou
150、nt20,64313,409Total(excluding Bank of Spain)-17,949-53,075Direct investment-14,5081,515Portfolio investment52132,799Other investment-8,813-91,537Financial derivatives4,8514,148Bank of Spain38.59266,484Reserves10,0053,790Claims with the Eurosystem17,84356,759Other net assets10,7445,934N.B.:A positive
151、 sign in the current and capital accounts means a surplus(receipts greater than payments)and represents a net loan from Spain to the rest of the world(increase in assets or decrease in liabilities),whereas in the financial account a positive sign means a net inflow of capital and represents a net lo
152、an from the rest of the world to Spain.A negative sign in reserves means an increase.Source:Bank of Spain.Data from January to December 2021 and 2022.Spain:An attractive country for investment1.191.2.3.4.5.6.7.AI.AII.AIII.1 Introduction2 The country,its people and quality of life3 Spain and the Euro
153、pean Union4 Infrastructure5 Economic structure6 Domestic Market7 Foreign trade and investment8 Legislation on foreign investment and exchange control9 Obligations in relation to anti-money laundering and counter-terrorism financing8Legislation on foreign investment and exchange controlDeregulation i
154、s the dominant feature in exchange control and foreign investment matters.As a general rule,a foreign investor can invest freely in Spain without having to obtain any type of authorization or prior notification.The investor only needs to report the in-vestment,once it has been made,within a maximum
155、term of one month,to the Directorate-General for International Trade and Investments of the Secretary of State for Trade purely for administrative,statistical or economic purposes.Exchange control and capital movements are fully dereg-ulated in Spain,there being complete freedom of action in this fi
156、eld in all areas.8.1 LEGISLATION ON FOREIGN INVESTMENTRoyal Decree 664/1999 deregulated practically all transac-tions of this kind(with the conditions and exceptions set forth below),adapting Spanish domestic law to the rules on the freedom of movement of capital contained in Articles 56 et seq.of t
157、he Treaty of the European Union.The most noteworthy aspects of the regulations applicable to foreign investments are as follows:As a general rule,and for purely administrative,statistical or economic purposes,foreign investments must be re-ported afterwards to the Directorate-General for Interna-tio
158、nal Trade and Investments,once the investment has been made18.The only exceptions are:(i)investments from tax havens,which in general are subject to a prior adminis-trative notification;and(ii)foreign investments in activities directly related to national security,and real estate invest-ments for di
159、plomatic missions by non-EU Member States,which require prior authorization by the Spanish Council of Ministers.There is no obligation for foreign investments to be formalized in the presence of a Spanish public certifying officer(unless an express provision provides otherwise).The parties subject t
160、o the obligation to report invest-ments or divestments in transferable securities are not generally the investors,but rather the investment firms,credit institutions or other resident entities engaging,as the case may be,in any of the activities specific to the first two and acting at the risk and e
161、xpense of the inves-tor,as the interposed holder of such securities.Inves-tors must report the investment only when the securi-ties account or deposit is held at an institution domiciled abroad,where the securities are being kept by the holder of the investment;or where they acquire a holding of 3%o
162、r more in listed companies(the last case must be re-ported to the National Securities Market Commission).18 The contents and instructions to complete each declaration can be found at the following link:https:/comercio.gob.es/InversionesExteriores/Declaraciones_Inversion/procedimientos/Paginas/presen
163、tacion-declara-ciones.aspx.The forms are obtained,completed and presented electronically using a help program called AFORIX,which can be downloaded from the electronic sub-office of the Secretary of State for Trade(at https:/ercio.gob.es,by accessing the option:Procedimientos y servicios electrnicos
164、-Descarga de programas de ayuda-AFORIX Programa para la cumplimentacin de Formularios de Inversiones Exteriores).It is neces-sary for the declarant to have an electronic signature in order to submit the declaration electronically.As an exception,in the event that the holder of the investment is an i
165、ndividual,he/she may also use,in addition to the forms obtained via AFORIX,the preprinted forms available at the General Register of the Ministry of Industry,Trade and Tourism and may choose whether to file the declaration electronically or on paper.Spain:An attractive country for investment1.201.2.
166、3.4.5.6.7.AI.AII.AIII.Foreign investments in the air transportation and radio industries,in industries relating to raw materials,minerals of strategic interest and mining rights,in the television,gaming,telecommunications and private security industries,in industries concerned with the man-ufacturin
167、g,marketing or distributing of arms and explosives and in national security-relat-ed activities(these latter activities are subject to the clearance rules),will be subject to the requirements imposed by the relevant bodies established by industry-specific legislation,although the general provisions
168、may apply to them once those requirements are met.8.1.1 FOREIGN INVESTMENTS-CHARACTERISTICTable 9FOREIGN INVESTMENTSInvestors19Non-resident individuals(that is,Spanish or foreign nationals domiciled abroad,or who have their principal place of residence abroad).Legal entities domiciled abroad.Public
169、entities of foreign States.Regulated investments20Reporting obligationsParticipation in Spanish companies,including their incorporation and subscription and acquisition of shares in joint-stock companies or in limited liability companies,and any legal transaction whereby voting rights are acquired.E
170、stablishment of,and increase of capital allocated to branches.Subscription and acquisition of marketable debt securities issued by residents(debentures,bonds,promissory notes).Participation in mutual funds recorded on the Registers of the Spanish National Securities Market Commission21.Acquisition b
171、y non-residents of real estate located in Spain,valued at more than 3,005,060,or where the investment originates from a tax haven,whatever its amount is.Incorporation,formalization or participation in joint ventures,foundations,economic interest groupings,cooperatives and joint-property entities,wit
172、h the same characteristics as in the previous paragraph.FOREIGN INVESTMENTSParties subject to obligationThe investor.The Spanish public certifying officer who may have intervened in the transaction.However,investments in certain assets(securities,mutual funds,registered shares)may require that other
173、 individuals involved in the transaction report the investment(credit or financial institutions,deposit-taking or management companies of such assets,the Spanish company receiving the investment).Reporting rulesAs a general rule,all foreign investments subject to disclosure,and the liquidation there
174、of,must be reported after the event to the Investments Register of the Ministry of Industry,Trade and Tourism.Investments from tax havens must be reported before and after the event.However,the following cases shall be excluded from the prior declaration:Investments in marketable debt securities iss
175、ued or offered publicly,whether or not they are traded on an official secondary market,and units in mutual funds recorded on the Registers of the Spanish National Securities Market Commission.Where the foreign interest does not exceed 50%of the capital stock of the Spanish company in which the inves
176、tment is made.Acquisitions of foreign investments in Spain as a result of inter vivos transfers for no consideration or mortis causa transmissions.This prior disclosure obligation is not equivalent to a prior verification or authorization requirement and,once the investment has been disclosed,the in
177、vestor may make its investment without having to wait for any reply from the authorities.In all cases,the declaration is valid for six months,so once notified,the investment must be made within that time period.19 A Spanish company in which foreign shareholders have a majority holding is not deemed
178、to be an investor.A change of registered office of legal entities or a change of residence of individuals will be sufficient to change the classifica-tion of an investment as a Spanish investment abroad or a foreign investment in Spain.20 Foreign investments not included in the above list(such as eq
179、uity loans)are totally deregulated,and no communica-tion is required in relation to them.The foregoing,notwithstanding any industry-specific regulations that may apply to such investments,and the rules on exchange control,with respect to such investments.21 http:/mv.es/portal/home.aspx?lang=enSpain:
180、An attractive country for investment1.211.2.3.4.5.6.7.AI.AII.AIII.8.1.2 MONITORING OF FOREIGN INVESTMENTSThe Directorate-General for International Trade and In-vestments(DGCI)22 can generally or specifically require Spanish companies which have foreign shareholders,and Spanish branches of non-reside
181、nt persons,to file an annu-al report with it on the status of their foreign investments.The DGCI may also require the holders of investments to provide the information necessary in each particular case.8.1.3 SUSPENSION OF THE DEREGULATION RULESThe Spanish Council of Ministers can suspend the applica
182、-tion of the deregulation rules in certain cases,which will require the investments concerned to undergo a prior pro-cedure to obtain administrative clearance from the Council of Ministers.At present,the Council of Ministers has only suspended the deregulation rules in respect of foreign investments
183、 in Spain in activities directly related to national security,such as the production or sale of arms,munitions,explosives and other armaments(except in the case of listed compa-nies engaged in those activities,in which case clearance will only be required for acquisitions by non-residents that reach
184、,exceed or fall below certain ownership thresholds,starting from 3%of the capital stock,or those acquisitions that without reaching such thresholds enable such inves-tors to directly or indirectly form part of their managing bodies).8.2 EXCHANGE CONTROL REGULATIONSExchange control and capital moveme
185、nts are fully deregu-lated and in all areas there is complete freedom of action.The basic regulation on exchange control is contained in Law 19/2003 on the legal arrangements governing the movement of capital and economic transactions abroad and in Royal Decree 1816/1991 on Economic Transactions Abr
186、oad,which uphold the principle of deregulation of capi-tal movements.8.2.1 THE MAIN FEATURES OF THE SPANISH EXCHANGE CONTROL PROVISIONS CURRENTLY IN FORCE CAN BE SUMMARIZED AS FOLLOWS:i.Freedom of actionAs a general rule,all acts,businesses,transactions and operations between residents and non-resid
187、ents which involve or may involve payments abroad or receipts from abroad are completely deregulated.This includes payments or receipts(made either directly or by offset),transfers to or from abroad and changes in accounts or financial debit or credit positions abroad.It also covers the import and e
188、xport of means of payment.ii.Safeguard clauses and exceptional measuresEU rules may prohibit or restrict the performance of certain transactions,and the respective collections,pay-ments,bank transfers or changes in accounts or finan-cial positions,in respect of third countries.The Spanish government
189、 may also impose prohibitions or restrictions in respect of one state or of a group of states,a certain territory or an extra-territorial center,or suspend the deregulation system for certain acts,businesses,transactions or operations.However,the application of these prohibitions and limitations is
190、only envisaged in especially serious scenarios.iii.Types of bank accountsNon-resident individuals and legal entities can hold bank accounts on the same conditions as resident individu-als and legal entities.The only requirement,on opening the bank account,is that they provide documentary evi-dence o
191、f the non-resident status of the account holder.Additionally,such status must be confirmed to the bank every two years.Other minor formalities are also stip-ulated.In the case of bank accounts to be opened by non-resi-dent legal entities,and without prejudice to the fact that each credit institution
192、 may request more or less infor-mation,the following is the basic information to be re-quested at the time the account is opened:1.Identification document of the sole administrator or of the persons with powers of attorney to open the current account.2.Document accrediting the nature and address of
193、the company.For example:-Public deed of incorporation.-Bylaws(in the event that they are not included in the deed of incorporation).-Certificate issued by the commercial register or equivalent body in the country of residence,certi-fying the nature and domicile.The content of this certificate must b
194、e at least the following:-Date of issue(which must be less than two months old to be valid).-Company name.-Address.22 ercio.gob.es/Spain:An attractive country for investment1.221.2.3.4.5.6.7.AI.AII.AIII.December 31 of the preceding year,is less than 100 million,the information shall be provided annu
195、ally,with-in the first 20 days of January of the following year.When the aforementioned amounts do not exceed 1 million,the return will only be submitted to the Bank of Spain at the express request thereof,and in a maximum period of two months following the date of that request.However,residents tha
196、t have not reached the reporting thresholds mentioned above,but that will cross them in the current year,will be required to file the corresponding declarations within the timeframe previously established from the moment at which the limits are exceeded.Notwithstanding,when neither the amount of the
197、 balances nor the transactions exceed 50 million,the declarations can be filed on a summarized basis,only indicating the opening and closing balances of assets and liabilities held abroad,the total sum of receipts and the total sum of pay-ments in the period reported.8.4 STATEMENT OF TRANSACTIONS AN
198、D BALANCES IN TRANSFERABLE SECURITIESBank of Spain Circular 3/2013 establishes the obligation to submit to the Statistics Department of the Bank of Spain,on a monthly basis,statements of transactions and balances in marketable securities relating to,inter alia,transactions 3.Document accrediting the
199、 powers of attorney of the authorized person to operate the account(in the event that the powers of attorney do not appear in the above certificate).4.Details of the shareholding structure of the company.5.Document verifying the nature of the business activ-ity.For example:-Annual report.-Annual acc
200、ounts.It is necessary to bear in mind that all documents is-sued outside Spain must be duly legalised and apos-tilled(Hague Convention),as well as duly translated into Spanish(sworn translation).Moreover,residents may,subject to certain reporting requirements,freely open and hold bank accounts abroa
201、d either in euros or in foreign currency(when opened,they must be declared to the Bank of Spain),and foreign currency bank accounts in Spain at regis-tered institutions(without being subject to any report-ing requirement).iv.Residence for exchange control purposesFor exchange control purposes,indivi
202、duals are deemed to be resident in Spain if they reside habitually in Spain.Legal entities with registered offices in Spain,and the establishments and branches in Spain of individuals or legal entities resident abroad,are likewise deemed resi-dent in Spain for exchange control purposes.Individuals w
203、hose habitual residence is abroad,legal entities with registered offices abroad,and permanent establishments and branches abroad of Spanish resi-dent individuals or entities are deemed non-residents for exchange control purposes.Habitual residence is defined in accordance with tax legislation,albeit
204、 with the adaptations established by regulations(which regulations are currently pending im-plementation).8.3 FOREIGN TRANSACTIONS DECLARATIONS WITH THE BANK OF SPAINFor purely statistical and informative purposes the Circu-lar 4/2012 of Bank of Spain,establishes that individuals or entities(public
205、or private)resident in Spain,other than pay-ment service providers registered on the official registers of the Bank of Spain,that carry out transactions with non-res-idents or hold assets or liabilities abroad,must report them to the Bank of Spain23.The frequency of the notifications will depend on
206、the vol-ume of transactions carried out by the subjects obliged to submit them in the immediately preceding year,and on the balance of assets and liabilities of these subjects at Decem-ber 31 of the previous year,as follows:If the amount of the transactions during the immediately preceding year,or t
207、he balance of assets and liabilities at December 31 of the preceding year,is 300 million or more,the information shall be provided monthly,within the 20 days following the end of each calendar month.If the amount of the transactions during the immediately preceding year,or the balance of assets and
208、liabilities at December 31 of the preceding year,is 100 million or more but less than 300 million,the information shall be provided quarterly,within the 20 days following the end of each calendar quarter.If the amount of the transactions during the immediately preceding year,or the balance of assets
209、 and liabilities at 23 Without prejudice to the fact that the parties subject to the obligation to report to Bank of Spain detailed here are individuals and entities resident in Spain,we considered it of interest to include this section,since what gives rise to these reporting obligations are precis
210、ely transactions with nonresidents and/or assets and liabilities held abroad or which the nonresident entity holds in Spain(in other words,both the real estate held abroad by a Spanish company and the real estate held in Spain by a nonresident entity must be declared).Spain:An attractive country for
211、 investment1.231.2.3.4.5.6.7.AI.AII.AIII.and balances on behalf of non-resident customers(end-in-vestors,depository institutions,central depositories or in-ternational clearing and settlement systems).The entities that must comply with this obligation are the following:i.Credit institutions and bran
212、ches in Spain of credit institu-tions registered in the official registers of the Bank of Spain which act as depositories or liquidators on regulated mar-kets for negotiable securities,and the Bank of Spain.ii.Resident financial institutions registered in the official registers of the National Secur
213、ities Market Commission that act as depositories or liquidators in regulated mar-kets for negotiable securities.iii.Financial institutions registered in the official registers of the National Securities Market Commission acting as investment fund management companies,in respect of shares in Spanish
214、investment funds.8.5 IMPORT AND EXPORT OF CERTAIN MEANS OF PAYMENT AND MOVEMENTS IN SPAINIncoming or outgoing cross-border movements of means of payment for an amount of 10,000 or more or its equiv-alent in foreign currency is subject to prior administrative disclosure.If the disclosure is not made,
215、Spanish customs officials may confiscate these means of payment.Likewise,movements in Spain of means of payment for amounts of 100,000 or more,or its equivalent in foreign currency must also be disclosed previously.For the purposes of the above,“movement”shall be deemed to mean any change of place o
216、r position verified outside the domicile of the holder of the means of payment.“Means of payment”shall mean paper money and coins(do-mestic or foreign);negotiable instruments or bearer means of payment(those instruments which,on presentation,give their holders the right to claim a financial amount w
217、ithout the need to prove their identity or their entitlement to that amount.In-cluded here are travelers checks,checks,promissory notes or money orders,whether made out to bearer,signed but omit-ting the name of the payee,endorsed without restriction,made out to the order of a fictitious payee or ot
218、herwise by virtue of which title passes on delivery,and incomplete instruments);prepaid cards;commodities used as highly liquid stores of val-ue,such as gold.Solely for the purposes of entering or leaving Spain,“payment means”shall also be deemed to be bearer negotiable instruments,including monetar
219、y instruments such as travelers checks,negotiable instruments,including checks,promissory notes and payment orders,whether in bearer form,endorsed without restriction,made out to a fictitious payee or any other form in which ownership thereof is transferred on delivery,and incomplete instruments,inc
220、luding checks,prom-issory notes and payment orders that are signed but omit the name of the payee.8.6 EXCEPTIONAL MEASURES IN RESPONSE TO COVID-19As a result of the appearance of the so-called“coronavirus”(COVID-19)in the international arena and the extraordinary effects it has had in all aspects,th
221、e Spanish government has approved a series of measures that aim to respond to the pandemic.Among the various measures adopted,stand out the ones adopted to control foreign investment established through successive Royal Decree-Laws,the latest being Royal De-cree-Law 27/2021 of 23 November extending
222、certain eco-nomic measures to support the recovery,which amended the sole transitory provision of Royal Decree-Law 34/2020 of 17 November on urgent measures to support business solvency and the energy sector,and on tax matters.Thus,Royal Decree-Law 27/2021 has extended until 31 December 2022 the app
223、lication of the mechanism for the control of foreign direct investment in Spain.Currently,with the approval of Royal Decree-Law 20/2022 of 27 December on measures to respond to the economic and social con-sequences of the war in Ukraine and to support the recon-struction of the island of La Palma an
224、d other situations of vulnerability,the moratorium has been extended until 31 De-cember 2024(i.e.,investments made by residents of coun-tries outside of the European Union and of the European Free Trade Association where the investor comes to hold a stake equal to or greater than 10%of the share cap
225、ital of the Spanish company,or where,as a result of the corporate transaction,act or legal transaction,they effectively partici-pate in the management or control of that company,as well as the acquisition of control over assets or branches of ac-tivity,i.e.the acquisition of all or part of a Spanish
226、 company,where part means its assets or a branch of activity),if:The investment is made in certain sectors affecting pub-lic policy,public security and public health.The foreign investor is directly or indirectly controlled by the government,including the public agencies or armed forces,of a third c
227、ountry;has made investments or participated in activities in sectors affecting security,public policy and public health in another member state;or if an administrative or judicial proceeding has been brought against the foreign investor in another member state or in the state of origin or in a third
228、 state due for carrying on criminal or illegal activities.Foreign direct investment shall also be deemed to be foreign direct investment made by residents of Europe-an Union or European Free Trade Association countries whose beneficial ownership is held by residents of coun-tries outside the Europea
229、n Union and the European Free Trade Association.Such beneficial ownership shall be deemed to exist when the latter ultimately own or con-trol,directly or indirectly,more than 25%of the capital or voting rights of the investor,or otherwise exercise con-trol,directly or indirectly,over the investor.Sp
230、ain:An attractive country for investment1.241.2.3.4.5.6.7.AI.AII.AIII.Foreign direct investment in the following sectors will be subject to the monitoring mechanism:a.Critical infrastructure,whether physical or virtual(includ-ing energy,transport,water,health,communications,media,data processing or
231、storage,aerospace,defence,electoral or financial infrastructure,and sensitive facili-ties),as well as land and real estate that are key to the use of such infrastructure,understood as those referred to in Law 8/2011,of 28 April,which establishes meas-ures for the protection of critical infrastructur
232、e.b.Critical and dual-use technologies,key technologies for industrial leadership and capacity building,and technol-ogies developed under programmes and projects of par-ticular interest to Spain,including telecommunications,artificial intelligence,robotics,semiconductors,cyberse-curity,aerospace,def
233、ence,energy storage,quantum and nuclear technologies,nanotechnologies,biotechnolo-gies,advanced materials and advanced manufacturing systems.c.Supply of fundamental inputs,in particular energy,un-derstood as those regulated in Law 24/2013,of 26 De-cember,on the Electricity Sector,and in Law 34/1998,
234、of 7 October,on the Hydrocarbons Sector,or those refer-ring to strategic connectivity services or raw materials,as well as food security.d.Sectors with access to sensitive information,in particu-lar personal data,or with the capacity to control such information,in accordance with Organic Law 3/2018
235、of 5 December on the Protection of Personal Data and Guarantee of Digital Rights.e.Media,without prejudice to the fact that audiovisual communication services in the terms defined in Law 7/2010 of 31 March,General Law on Audiovisual Com-munication,shall be governed by the provisions of the aforement
236、ioned Law.In order to carry out these investments,authorization must be obtained on the terms provided for in the applicable leg-islation(Law 19/2003,of July 4th,2003).Provisionally and until the minimum amount is established by regulations,investment operations the amount of which is less than 1 mi
237、llion will be deemed to be exempt from the prior authorization obligation.Spain:An attractive country for investment1.251.2.3.4.5.6.7.AI.AII.AIII.1 Introduction2 The country,its people and quality of life3 Spain and the European Union4 Infrastructure5 Economic structure6 Domestic Market7 Foreign tra
238、de and investment8 Legislation on foreign investment and exchange control9 Obligations in relation to anti-money laundering and counter-terrorism financing9Obligations in relation to anti-money laundering and counter-terrorism financingIn order to perform certain transactions in Spain,the par-ties t
239、hereto,before performing them,must provide specific documents relating to their identity and their business or professional activity,pursuant to the legislation applicable in relation to anti-money laundering and counter-terrorist financing(“AML/CTF”).The main obligations applicable in Spain in rela
240、tion to AML/CTF are established in Law 10/2010,of April 28,2010,on the prevention of money laundering and of the financing of terrorism(“Law 10/2010”)24 and in Royal Decree 304/2014,of May 5,approving the Regulations of Law 10/2010(“Royal Decree 304/2014”).Commission Delegated Regulation(EU)2019/758
241、 of 31 January 2019 supplementing Directive(EU)2015/849 of the European Parliament and of the Council with regard to regulatory technical standards for the minimum action and the type of additional measures credit and financial institu-tions must take to mitigate money laundering and terrorist finan
242、cing risk in certain third countries,entered into force on September 3,2019.Spanish AML/CTF legislation is the result of the transposi-tion of EU legislation on the subject,in particular,the latest transposition being Directive(EU)2018/843 of the Europe-an Parliament and of the Council of 30 May 201
243、8 amending Directive(EU)2015/849 on the prevention of the use of the financial system for the purpose of money laundering or ter-rorist financing and amending Directives 2009/138/EC and 2013/36/EU(the“Fifth Directive”).Current Spanish AML/CTF legislation also includes the recommendations issued by t
244、he Financial Action Task Force(“FATF”)on money laun-dering and terrorist financing.The legislation enacted in relation to AML/CTF applies to the transactions carried out by the parties bound by it(“relevant persons”),such as financial institutions,notaries,lawyers or real estate developers,among oth
245、ers,with their customers and potential customers,regardless of whether those custom-ers are persons resident in Spain or nonresidents.Thus,where a party seeks to carry out in Spain procedures such as opening a current account,executing a public deed or acquiring real estate,the relevant persons must
246、 perform certain formalities to identify their customers and the origin of their funds.In particular,the relevant persons must have procedures in place for identifying and accepting customers,and classi-fying them according to risk.In this regard,although each relevant person has specific AML/CTF pr
247、ocedures tailored to the characteristics of their activity,the information gener-ally required pursuant to AML/CTF legislation can be sum-marized as follows:i.Legally valid documents for formal identification purpos-es25.Admissible identifying documents are the following:a.Individuals:-Spanish natio
248、nals:National identity card.-Foreign national:Residence permit,foreign iden-tity card,passport or,in the case of citizens from 24 Amended by Royal Decree-Law 7/2021,of 27 April,on the transposition of European Union directives in the areas of competition,prevention of money laundering,credit institu
249、tions,telecommunications,tax measures,prevention and repair of environmental damage,posting of workers in the provision of transnational services and consumer protection.25 The relevant persons shall identify and verify,through legally valid documents,the identity of all the individuals or legal ent
250、ities that seek to establish business relationships or carry out occasional transactions the amount of which is 1,000 or more.The identity shall be verified in all cases of transactions for sending money and managing transfers.Spain:An attractive country for investment1.261.2.3.4.5.6.7.AI.AII.AIII.t
251、he European Union or the European Economic Area,official letter or personal identity card issued by the authorities of origin.Exceptionally,other personal identity documents is-sued by a governmental authority could be accept-ed,provided they have appropriate guarantees of authenticity and include a
252、 photograph of the holder.b.For legal entities:The public documents proving their existence and containing their corporate name,legal form,address,the identity of their directors,their by-laws and tax identification number.c.Authorized representatives:A copy of the legally valid document relating to
253、 the representative and to the represented person or entity,and the public docu-ment evidencing the powers conferred.The identification documents must be in force when business relationships are established or occasional transactions are executed.ii.Identification of the beneficial owner26.The ident
254、ification and verification of the identity of the beneficial owner may generally be carried out through a solemn declara-tion by the customer or the authorized representative of the legal entity.iii.Information on the purpose and nature of the business relationship.Such information shall be gathered
255、 in order to know the nature of the customers professional or business activity.In this regard,in order to evidence the activity,it will suffice to provide,among others,some of these valid documents:a.Salaried employees or pensioners:Last pay slip,pen-sion or subsidy,certificate of labor history or
256、employ-ment contract in force.b.Customers with liberal professions or self-employed persons:Proof of payment of social security contri-butions,professional association membership card or receipt of membership dues.c.Legal entities:Last corporate income tax return,fi-nancial statements,annual busines
257、s report or annual external auditors report.iv.Information and,as appropriate,evidence of the origin of the funds to be contributed.The relevant persons shall carry out enhanced verifica-tions of the information provided to them in those situ-ations in which,given the nature and characteristics of t
258、he transaction and in view of the criteria established in legislation,they consider that there is,in principle,a higher risk of money laundering or terrorist financing.26 The relevant persons shall identify the beneficial owner and adopt the appropriate measures in view of the risk in order to verif
259、y its identity before establishing business relationships,executing electronic transfers for amounts over 1,000 or executing other occasional transactions for amounts above 15,000.271.2.3.4.5.6.7.AI.AII.AIII.1 Introduction2 Different ways of doing business in Spain3 Tax Identification Number(N.I.F.)
260、and Foreigner Identity Number(N.I.E.)4 Formation of a company5 Limited liability entrepreneur6 Opening of a branch7 Other alternatives for operating in Spain8 Other alternatives for investing in Spain9 Dispute resolutionAppendix I Table summarizing the tax treatment given to the various ways of inve
261、sting in Spain2.Establishing a business in SpainThis Chapter describes the basic aspects of the main struc-tures for investing in Spain,as well as the key formalities that a foreign investor must fulfill in order to set up or start up each of them.Setting up a business in Spain is simple.The type of
262、 busi-ness entities available are in keeping with those existing in other OECD countries and there is also a wide range of alternatives capable of meeting the needs of the different types of investors who wish to invest in or from Spain.This Chapter also examines how to open a branch;the pursuit of
263、the activity directly by an individual entrepreneur as a“limited liability entrepreneur”;the formation of a joint venture with one or more enterprises already established in Spain;the acquisition of real estate;the sale and purchase of businesses;investment in venture capital firms;and dis-tribution
264、,agency,commission and franchising agreements.Further,it should be noted that,ordinarily,there is also al-most total liberalization of foreign investment and exchange control in Spain,in line with EU legislation,notwithstanding the extraordinary measure consisting of the suspension of the regime for
265、 the liberalization of foreign investment in Spain,introduced by Royal Decree Law 8/2020 of March 17,2020,on urgent extraordinary measures to deal with the economic and social impact of COVID-19,which has been extended until December 31,2024 by means of Royal De-cree 20/2022,of December 27,2022,on m
266、easures to re-spond to the economic and social consequences of the war in Ukraine and measures to support the reconstruction of the island of La Palma and other situations of vulnerability.282.Establishing a business in Spain1.2.3.4.5.6.7.AI.AII.AIII.1 Introduction2 Different ways of doing business
267、in Spain3 Tax Identification Number(N.I.F.)and Foreigner Identity Number(N.I.E.)4 Formation of a company5 Limited liability entrepreneur6 Opening of a branch7 Other alternatives for operating in Spain8 Other alternatives for investing in Spain9 Dispute resolutionAppendix I Table summarizing the tax
268、treatment given to the various ways of investing in Spain1IntroductionThis Chapter takes a practical look at the main alternatives open to a foreign investor interested in establishing a busi-ness in Spain,as well as the main steps,costs and legal requirements involved.Several alternatives are analy
269、zed in this Chapter,namely:the setting-up of a company;the opening of a branch;the pursuit of the activity directly by an individual entrepreneur and among the possible alternatives,this Guide highlights in particular the form of the“limited liability entrepreneur”;the formation of a joint venture w
270、ith another or other enter-prises already established in Spain;the acquisition of real estate;the sale and purchase of businesses;investment in venture capital firms;or distribution,agency,commission or franchising agreements.The steps required to make the following types of invest-ment are explaine
271、d in this Chapter:Setting-up of a Spanish corporation or limited liability company and formation of a Spanish branch(sections 4 and 6).Pursuit of the activity directly by an individual entrepre-neur under the form of the“limited liability entrepreneur”(section 5).Acquisition of shares in an existing
272、 Spanish company(section 8.1).Acquisition of real estate located in Spain(section 8.2).Acquisition of a business through sale/purchase or global transfer of assets and liabilities(section 8.3).Investment in venture capital firms(section 8.4).Finally,this Chapter contains a final section on dispute r
273、esolution in Spain,whether through court or arbitration proceedings,a real and effective alternative for the settle-ment of disputes.292.Establishing a business in Spain1.2.3.4.5.6.7.AI.AII.AIII.1 Introduction2 Different ways of doing business in Spain3 Tax Identification Number(N.I.F.)and Foreigner
274、 Identity Number(N.I.E.)4 Formation of a company5 Limited liability entrepreneur6 Opening of a branch7 Other alternatives for operating in Spain8 Other alternatives for investing in Spain9 Dispute resolutionAppendix I Table summarizing the tax treatment given to the various ways of investing in Spai
275、n2Different ways of doing business in SpainVarious alternatives are open to the foreign investor once the decision to invest in Spain has been taken:WAYS OF DOING BUSINESS IN SPAINCreation of a Spanish company with its own legal personalitySpanish law provides for a variety of vehicles that can be u
276、sed by foreign companies or individuals for investing in Spain.The most common forms used are the corporation(S.A.)and,principally,the limited liability company(S.L.).Limited Liability EntrepreneurPursuit of the activity directly by the individual where certain requirements are met.Branch or permane
277、nt establishmentNeither alternative has its own legal personality,meaning that their activity and legal liability will at all times be directly related to the parent company of the foreign investor.Joint ventureAssociation with other businesses already established in Spain.it allows the parties to s
278、hare risks and combine resources and expertise.A joint venture can be set up under Spanish law in a number of ways:A Temporary Business Association(Unin Temporal de Empresas or UTE).An Economic Interest Grouping(EIG)and a European EIG(EEIG).Under a type of silent partnership arrangement peculiar to
279、Spanish law(cuenta en participacin)with one or more Spanish entrepreneurs.Participating loans.Joint ventures through Spanish corporations or limited liability companies.Without setting up a business or entering into an association with existing business or establishing a physical center of operation
280、s in SpainThe alternatives include:Signing a distribution agreement.Operating through an agent.Operating through commission agents.Franchising.AcquisitionsAcquisition of shares,real estate located in Spain or businesses.Venture capitalInvestment in venture capital entities.Each of these forms of doi
281、ng business in Spain offer different advantages that must be balanced against the potential setbacks from a tax and legal standpoint.302.Establishing a business in Spain1.2.3.4.5.6.7.AI.AII.AIII.1 Introduction2 Different ways of doing business in Spain3 Tax Identification Number(N.I.F.)and Foreigner
282、 Identity Number(N.I.E.)4 Formation of a company5 Limited liability entrepreneur6 Opening of a branch7 Other alternatives for operating in Spain8 Other alternatives for investing in Spain9 Dispute resolutionAppendix I Table summarizing the tax treatment given to the various ways of investing in Spai
283、n3Tax Identification Number(N.I.F.)and Foreigner Identity Number(N.I.E.)The applicable Spanish legislation currently requires that any individual or legal entity with economic or professional interests in Spain,or involved in a relevant way for tax purposes,must hold a tax identification number(in t
284、he case of legal entities)or a foreigner identity number(for individuals).In particular,and among other cases,a N.I.F./N.I.E.must be applied for when a for-eign investor makes a direct investment in Spain or in the case of a shareholder or director of an entity resident in Spain or of a foreign enti
285、tys branch or permanent establishment located in Spain.The following tables summarize the documentation and steps required to obtain(i)a N.I.E.for individuals who are to be share-holders or directors of companies resident in Spain,tax and legal representatives of branches located in Spain,permanent
286、es-tablishments or limited liability entrepreneurs;(ii)a N.I.F.for legal entities that are to be shareholders or directors of companies resident in Spain or owners of a branch in Spain or permanent establishments;and(iii)the provisional and definitive N.I.F.of the company resident in Spain that is t
287、o be set up.3.1.N.I.E.FOR INDIVIDUALS WHO ARE TO BE SHAREHOLDERS OR DIRECTORS OF COMPANIES RESIDENT IN SPAIN,TAX AND LEGAL REPRESENTATIVES OF A BRANCH IN SPAIN,PERMANENT ESTABLISHMENTS OR LIMITED LIABILITY ENTREPRENEURSN.I.E.(FOR INDIVIDUALS)COUNTRY OF APPLICATIONWHERE TO SUBMIT APPLICATIONDOCUMENTA
288、TIONCOSTDECISION PERIODSpainDirectorate-General of Police or at Immigration Offices or Police Stations.1.Original and copy of Official Form(EX15).2.Fee Form(790 Code 12)with proof of payment at the relevant bank.3.Authenticated and apostilled copy of passport(EU citizens may submit an identity docum
289、ent).If the applicant is not an EU citizen,a copy must be made of all of the pages of the passport.If the applicant is an EU citizen,the identification page of the passport will suffice.The notarys stamp and signature must be on all of the pages of the copies of the passport that is attached and not
290、 on a separate sheet.4.If application made through a representative:(i)a copy of the applicants passport authenticated before a notary and legalized and,where appropriate,certified by apostille1;(ii)evidence that the representative has sufficient powers,duly translated(sworn translation)and authenti
291、cated and/or certified by apostille.9.84/10(Form 790 2).1 week.AbroadOffice of the Commissioner-General for Foreigners and Borders,through Spanish Consulates abroad.1 If a citizen of the European Union,a copy of the first page of the passport will suffice.2 https:/sede.policia.gob.es/Tasa790_012/Imp
292、resoRellenar312.Establishing a business in Spain1.2.3.4.5.6.7.AI.AII.AIII.3.2.N.I.F.FOR LEGAL ENTITIES THAT ARE TO BE SHAREHOLDERS OR DIRECTORS OF COMPANIES RESIDENT IN SPAIN OR OWNERS OF BRANCHES IN SPAIN OR PERMANENT ESTABLISHMENTSN.I.F.(FOREIGN COMPANY THAT IS TO BE SHAREHOLDER/DIRECTOR OF SPANIS
293、H COMPANY)COUNTRY OF APPLICATIONWHERE TO SUBMIT APPLICATIONDOCUMENTATIONDECISION PERIODSpainState Tax Agency or telematically1.Form 0303 to obtain the instrumental N.I.E.of each and every one of the representatives in order to register them with the census,if applicable,at the Tax Agency(declaration
294、 of registration on the census of parties subject to tax obligations,change of address and/or change of personal particulars,box 109).In cases where the representatives already have the N.I.E.referred to in point 3.1 above,the representative may be entered on the census by telematic means with the r
295、elevant authorization through the“Registration on the census of individuals with DNIE or N.I.E.by approved tax agents”,on the Tax Agencys website and provided that the representative has an electronic certificate with such status.Prior documents required:Certificate or original extract from the Comm
296、ercial Registry of the companys domicile of residence,certified by apostille and a sworn translation thereof,which must state the name,registered office,date of incorporation,capital stock and representative(s)(in any event,the party appearing as representative must be the signatory of form 036 to b
297、e filed subsequently).The certificate must be recent and the apostille not over 3 months old.Photocopy of each representatives passport,national identity card or N.I.E.2.Form 0364 to obtain the foreign entitys N.I.F.(declaration of registration on,amendment to,or deregistration from the Census of Tr
298、aders,Professionals and Withholding Agents,box 120),which must be signed by the legal representative who appears in the above-mentioned certificate or an attorney-in-fact of the company.Documentation required:Photocopy of the Spanish national identity card or N.I.E.and passport(copy of the first pag
299、e where the signature appears)of the signatory of form 036 and/or of the legal representative.The original certificate of incorporation or extract from the Commercial Registry indicated in section 1 above.To complete form 036,it will be necessary to indicate an address in Spain for notification purp
300、oses.If applied for through a representative who is an attorney-in-fact:(i)photocopy of the Spanish national identity card or N.I.E.of the attorney-in-fact;(ii)proof that he/she has sufficient power and,where applicable,duly translated(sworn translation),with notarial certificate and legalized and/o
301、r certified by apostille.First step:Assignment of the representatives instrumental N.I.E.by means of form 030 on the same day.Second step:One or two days later,the foreign entitys N.I.F.can be obtained by means of form 036.AbroadSpanish Consulates abroad or telematicallyNote:Documents from other cou
302、ntries(such as powers of representation in order to appear before the authorities and apply for a N.I.F./N.I.E)must be translated into Spanish or the co-official language of the Autonomous Community5 in which the application is submitted.Any foreign public document must be legalized beforehand by th
303、e Spanish consulate office with jurisdiction in the country the document was issued and by the Ministry of Foreign Affairs,European Union and Cooperation,unless the document has been certified by apostille by a competent authority in the country of issue pursuant to the Hague Convention of October 5
304、,1961.3 https:/www.agenciatributaria.gob.es/AEAT.sede/procedimientoini/G321.shtml4 https:/www.agenciatributaria.gob.es/AEAT.sede/tramitacion/G322.shtml.5 Bear in mind that a sworn translation must be made,both of the document and of its authentication and the apostille.322.Establishing a business in
305、 Spain1.2.3.4.5.6.7.AI.AII.AIII.The provisional and definitive N.I.F.for companies resident in Spain,unlike the N.I.F.for foreign individuals or legal entities who are going to be shareholders or directors of companies resident in Spain,may only be applied for in Spain,directly by the applicant or t
306、hrough a representative,and are free of charge.3.3.PROVISIONAL AND DEFINITIVE N.I.F.OF THE COMPANY RESIDENT IN SPAIN THAT IS TO BE SET UPPROVISIONAL N.I.F.(BEFORE SETTING UP COMPANY)PROCEDUREWHERE TO SUBMIT APPLICATIONDOCUMENTATIONDECISION PERIODOrdinary procedureState Tax Agency Form 0366(declarati
307、on of registration on,amendment to,or deregistration from the Census of Traders,Professionals and Withholding Agents,box 110),signed by a representative of the company holding a N.I.E.or Spanish national identity card7.Copy of the N.I.E.or Spanish national identity card of the signatory.Original cle
308、ar name search certificate from the Central Commercial Registry.Agreement of intent to form a company signed by the managing body and shareholders or copy of the deed of formation8.Same day.Telematic procedureThe notary authorizing the deed of formation will request the assignment of a provisional N
309、.I.F.by the State Tax Agency by telematic means.The shareholders and directors must have a N.I.E.or a Spanish national identity card and must appear as previously registered on the census.DEFINITIVE N.I.F.(AFTER SETTING UP THE COMPANY)PROCEDUREWHERE TO SUBMIT APPLICATIONDOCUMENTATIONDECISION PERIODO
310、rdinary ProcedureTelematic procedureState Tax Agency Form 036(declaration of registration on,amendment to,or deregistration from the Census of Traders,Professionals and Withholding Agents,box 120,application for final N.I.F.,box 111,registration on the Census of Traders,Professional and Withholding
311、Agents),signed by a representative of the company holding a N.I.E or Spanish national identity card.In this act,registering on the form the obligation to file a corporate income tax return is a mandatory minimum requirement.The other obligations regarding those related with the tax on economic activ
312、ities,the personal income tax or VAT can be registered on the same form or at a later time.Original and photocopy of the power of attorney evidencing the representative authority of the person signing form 036.Copy of the N.I.E.or Spanish national identity card of the signatory.Original and copy of
313、the deed of formation bearing the registration stamp.10 business days.Note:Documents from other countries(such as powers of representation in order to appear before the authorities and apply for a N.I.F./N.I.E.)must be translated into Spanish or the co-official language of the Autonomous Community9
314、in which the application is submitted.Any foreign public document must be legalized beforehand by the Spanish consulate office with jurisdiction in the country the document was issued and by the Ministry of Foreign Affairs,European Union and Cooperation,unless the document has been certified by apos
315、tille by a competent authority in the country of issue pursuant to the Hague Convention of October 5,1961.6 Form 036 can be obtained at offices of the tax authorities or downloaded directly from the tax authority website:www.aeat.es(Templates and Forms/Tax returns/All Tax Returns).7 If the signatory
316、 of form 036 is not registered as a shareholder or member of the managing body in the agreement of intent,a power of attorney with a specific clause in favor of the signatory must be provided.8 With the following content:a)type of company,(b)corporate purpose,(c)initial capital stock,(d)registered o
317、ffice,(e)shareholders,and(f)the members of the managing body.A copy of the N.I.F./N.I.E./national identity document of the shareholders and members of the managing body must also be provided.9 Bear in mind that a sworn translation must be made,both of the docu-ment and of its authentication and the
318、apostille.332.Establishing a business in Spain1.2.3.4.5.6.7.AI.AII.AIII.1 Introduction2 Different ways of doing business in Spain3 Tax Identification Number(N.I.F.)and Foreigner Identity Number(N.I.E.)4 Formation of a company5 Limited liability entrepreneur6 Opening of a branch7 Other alternatives f
319、or operating in Spain8 Other alternatives for investing in Spain9 Dispute resolutionAppendix I Table summarizing the tax treatment given to the various ways of investing in Spain4Formation of a companyThe most common forms of legal entity under Spanish corporate law are the corporation(Sociedad Anni
320、ma-S.A.),and the limited liability company(Sociedad Limitada-S.L.)(other corporate forms are described in Appendix I,section 2 of this Guide).The main differences between S.A.s and S.L.s are as follows:S.A.S.L.Minimum capital stock60,000110Payment upon formationAt least 25%and any share premium.Paym
321、ent in full.ContributionsA report from an independent expert on any non-monetary contributions is required11.No report from an independent expert on non-monetary contributions is required,although the founders and shareholders are jointly and severally liable for the authenticity of any non-monetary
322、 contributions made.In any case,a substitute report from the directors is required.10 Law 18/2022,of September 28,2022,on the creation and growth of companies(the“Create and Grow Law”)was approved in 2022 and reduced the minimum capital stock required to form a limited liability company to 1.However
323、,where the capital stock of limited liability companies is less than 3,000:(i)a legal reserve must be recorded of at least 20%of income until the sum of the legal reserve and the capital stock amounts to 3,000;and(ii)the shareholders must be jointly and severally liable with the company,up to the am
324、ount of the difference between the subscribed capital stock figure and 3,000 if,in the event of liquidation,the net worth of the company is insufficient to cover the companys payment obligations.11 The expert report is not required,but the substitute report from the directors is required in the foll
325、owing cases:a.Contribution of transferable securities that are listed on an official secondary market or on another regulated market or in money market instruments,in which case they will be valued at the weighted average price on one or more regulated markets in the last quarter preceding the date
326、on which the contribution was actually made,with the certificate issued by the relevant governing company.b.Contribution of assets other than those indicated in letter a)above the fair value of which has been determined,within the 6 months preceding the date on which the contribution was actually ma
327、de,by an independent expert not appointed by the parties.c.Where in the formation of a new company by merger or spin-off a report has been prepared by an independent expert on the merger or spin-off plan.d.Where the increase in share capital is carried out to deliver the new S.A.or S.L.shares to the
328、 shareholders of the absorbed or spun-off company and a report has been prepared by an independent expert on the merger or spin-off plan.e.Where the increase in share capital is carried out to deliver the new S.A.shares to the shareholders of the company that is the target of a tender offer.CONTINUE
329、 ON THE NEXT PAGE 342.Establishing a business in Spain1.2.3.4.5.6.7.AI.AII.AIII.S.A.S.L.SharesThey are marketable securities.Debentures and other securities that recognize or create a debt,even bonds convertible into shares,can be issued.They are not marketable securities.Debentures and other securi
330、ties that recognize or create a debt can be issued.Transfer of sharesDepends on how they are represented(share certificates,book entries,etc.)and on their nature(registered or bearer shares).In principle,they may be freely transferred,unless the bylaws provide otherwise.Must be recorded in a public
331、document.S.L.shares are generally not freely transferable(unless acquired by other shareholders,ascendants,descendants or companies within the same group).In fact,unless otherwise provided in the bylaws,the law establishes a pre-emptive acquisition right in favor of the other shareholders or the com
332、pany itself in the event of a transfer of the shares to persons other than those referred to above.Amendments to the bylawsThe directors or shareholders,as the case may be,making the proposal must make a report.No report is required.Venue for shareholders meetingsAs indicated in the bylaws.Otherwise
333、,in the municipality where the company has its registered office.The bylaws may(i)provide for the possibility of attending shareholders meetings virtually by electronic means that duly guarantee the identity of the attendee;and(ii)the holding of virtual-only shareholders meetings(without the physical presence of the shareholders or their proxy-holders).Attendance and majorities at shareholders mee