Who we help
- International investors who want to set up a company in Spain or acquire shares in an existing one, whether they come from inside or outside the European Union.
- Spanish companies about to receive capital from a foreign shareholder or investor.
- International groups opening a subsidiary in the province of Malaga.
- Non-resident shareholders and directors who need to understand their obligations in a Spanish company.
When it makes sense
- Setting up a company with foreign shareholders, capital or directors.
- A foreign investor joining an existing company through a capital increase or a purchase of shares.
- M&A transactions involving the full or partial acquisition of a Spanish company by a foreign investor, including proper prior review (due diligence).
- Creating a group structure for the investment, for example with a holding company.
- Investments in sensitive and/or regulated sectors that may require prior authorisation.
What the engagement can include
- Analysis of the transaction and the most suitable structure: a new company, joining an existing one or buying it.
- Written advice in Spanish and in English on the features of Spanish company law: the private limited company (SL) regime, articles of association, the role of the notary, the Commercial Register and governing bodies.
- Checking whether the investment needs prior authorisation and preparing the application where it does.
- Declarations of the investment to the Register of Foreign Investments where the rules require them.
- Incorporation of the company or documentation of the capital increase or share purchase.
- A shareholders’ agreement between the investor and the Spanish shareholders.
- Coordination with tax advisers and banks, in Spain and in the investor’s country.
A note on residence: obtaining a foreigner identification number (NIE), residence permits and visas, where they are needed, can be commissioned from us and we take care of the whole process.
What the scope depends on
- The type of transaction: setting up, joining or buying a company.
- The investor’s country of residence and whether it is inside the European Union.
- The business sector and the percentage acquired.
- The number of shareholders.
- The type of negotiation with the shareholders or investors, whether collective or on an individual basis.
- Whether the investor can travel to Spain to sign or will act through a power of attorney.
How we work
- Initial contact. You tell us about your situation and send us the documents.
- Review of the documents and proposals. We test your needs against the real investment options and set out the possible routes, with any authorisations, declarations and reports the transaction may require depending on the investment and the origin of the funds.
- Quote and letter of engagement. We send you the quote, with an estimate of all likely expenses, and the letter of engagement in writing.
- Implementation and follow-up. We prepare and negotiate the documents and coordinate with your tax adviser or accountants (gestoría), the banks, the notaries and the registries: the Commercial Register and the Land Registry.
Who handles your matter
Your investment is handled directly by Sara González Domínguez, a practising lawyer (abogada) registered with the Málaga Bar Association (no. 8502), whose practice focuses on corporate architecture, holding companies and M&A transactions, always backed by the rest of the firm’s team.
Illustrative example: a Mexican investor decides to buy into an established property development company in Marbella through a capital increase. Our work runs from obtaining the non-resident tax identification numbers and checking the declarations to the Register of Foreign Investments, to drafting and negotiating a comprehensive shareholders’ agreement that secures a balance of majorities and governance rights between the local shareholders and the international investor.
Frequently asked questions
Can a foreigner set up a company in Spain?
Yes. A foreigner can incorporate a company in Spain on the same terms as a resident: the articles of association are approved, a public deed is signed before a notary and the company is registered at the Commercial Register. You will normally need a Spanish tax identification number, a bank account for the share capital and, if you are not travelling, a power of attorney. See also our guide on investing in a company as a foreign investor.
Does a foreign investment have to be declared?
Generally, foreign investments in Spanish companies are declared to the Register of Foreign Investments for administrative and statistical purposes, under Royal Decree 571/2023. What must be declared, by whom and when depends on the type of investment, so it is worth checking before completion.
Which foreign investments need prior authorisation?
Law 19/2003 requires prior authorisation for certain foreign direct investments: those giving the investor 10% or more of the share capital, or control of the company, when made by residents of countries outside the European Union and the European Free Trade Association, or by EU companies they ultimately own, in strategic sectors (article 7 bis). Most investments do not need it, but it must be checked case by case.
Does a foreign shareholder or director need an NIE?
As a rule, yes: to appear as a shareholder or director in a Spanish public deed, a foreign national needs a foreigner identification number (NIE). We can handle the application, and also any residence permits or visas that may be needed, and we tell you in advance what you need and when, so it does not delay the transaction.
Can I invest without travelling to Spain?
Yes. It is common for investors to grant a power of attorney before a notary in their own country so that someone else can sign on their behalf before a Spanish notary. That power usually needs an apostille or legalisation and, if it is not in Spanish, a translation. It is best to prepare its wording with us so that it covers exactly the transaction.
In which language are the documents signed?
Deeds before a Spanish notary are executed in Spanish. If the investor does not speak Spanish, a translation can be attached or an interpreter used, as the notary indicates. Private contracts, such as a shareholders’ agreement, can be drafted in a bilingual version. All documents can be provided in Spanish and in English, and we can arrange for you to be assisted in English: if you need this, please say so when you contact us and we will include it in the quote.