Investing in a company as a foreign investor: how it works and what to check first

Can a foreigner be a shareholder or a director?

Nothing in Spanish company law makes being a shareholder depend on nationality or residence. The same goes for directors: they can be individuals or companies and need not be shareholders (article 212 of the Spanish Companies Act, Ley de Sociedades de Capital), and the list of persons who cannot be directors does not include nationality or residence (article 213). It is worth checking separately whether your immigration status allows you to take on a paid role.

What you need before investing

• A Spanish tax identification number (NIE). As a rule, to appear as a shareholder or director in a Spanish public deed, a foreign national needs a foreigner identification number (NIE). A foreign company needs its own tax identification number.
• A bank account in Spain, where the capital is paid in and the transaction’s payments are made.
• A power of attorney, if you cannot attend the signing. It is usually granted before a notary in your own country, with an apostille or legalisation and, if it is not in Spanish, a translation. Its wording should cover exactly the transaction.
• Documents of the foreign company, if the investor is a company: proof of its existence and of the authority of whoever signs, usually apostilled and translated.
• Documents you can understand. Deeds before a Spanish notary are executed in Spanish, and private documents can be prepared in a bilingual version.

Three ways in

1. Set up a new company. The usual vehicle is a private limited company (Sociedad Limitada, SL), and it is worth structuring it properly from the start, as we explain on our company formation page. It requires a public deed and registration at the Commercial Register (article 20). The minimum capital is one euro, with the special rules in article 4 until it reaches 3,000 euros. An SL can be set up entirely online, unless contributions are made in kind (article 22 bis).
2. Take part in a capital increase. The investor takes newly created shares, as we explain on our page on new investors. The existing shareholders have a pre-emption right in cash increases (article 304), and for an outsider to come in it must be waived or removed, which requires the votes of two thirds (articles 308 and 199).
3. Buy shares from the existing shareholders, as in any business sale. The sale is recorded in a public document (article 106) and is subject to the rules of the articles of association and, if there are none, to the company’s consent (article 107). The buyer is entered in the register of shareholders (article 104).

The declaration and prior authorisation

Declaration. Foreign investments in Spanish companies, and their disposal, must be declared to the Register of Foreign Investments after they take place. As a general rule the declaration is made by the non-resident holder. If a Spanish notary took part in the transaction, the notary sends the information and, if the holder has provided all the necessary data, the holder is relieved of the duty to declare it (article 5 of Royal Decree 571/2023).

Prior authorisation. Some foreign direct investments cannot be made without authorisation. They are those that give the investor 10% or more of the capital, or control, when made by residents of countries outside the European Union and the European Free Trade Association, or by investors from those territories whose beneficial owners are from outside, in sectors such as critical infrastructure, critical technologies, fundamental supplies, sensitive information and the media. The requirement also applies in other cases, for example if the investor is controlled by the government of a third country (article 7 bis of Law 19/2003). A notary who knows that a transaction needs prior authorisation must inform the parties (article 12 of Royal Decree 571/2023). Most investments do not need it, but it must be checked case by case, before signing.

What happens after signing

After signing, the transaction is registered at the Commercial Register where required, for example the incorporation of a company or a capital increase, the new shareholder is entered in the register of shareholders and the declaration is made to the Register of Foreign Investments, if the notary does not make it. The investment does not end there: the company must keep its accounts, prepare and file them every year and call the general meeting, like any other company.

An example

An investor from outside the European Union wants to come in with 30% of the capital of a tourism services company in Marbella through a capital increase. Before signing, it is checked whether the transaction needs prior authorisation because of its sector and percentage, a power of attorney is prepared before a notary in the investor’s country with an apostille and translation, the NIE is obtained, a shareholders’ agreement is negotiated with the Spanish shareholders and, once the increase is completed, the investment is declared to the Register of Foreign Investments.

Common mistakes

• Signing before checking whether authorisation is needed. An investment that required it and did not obtain it can run into serious difficulties.
• Not declaring the investment, or assuming that someone else will.
• A badly drafted power of attorney, that does not cover the transaction or lacks the apostille or translation.
• Investing without a shareholders’ agreement with the Spanish partners, assuming that the rules at home apply.
• Applying home-country concepts to a Spanish company, without checking how Spanish law treats them.
• Not coordinating the tax position in Spain and in your home country.

When to consult a lawyer

• Before choosing the structure, to compare setting up a company, joining one or buying one.
• If the investment is in a sensitive sector or you are from outside the European Union.
• If you will not travel and need a power of attorney.
• If you are going to be a partner of Spanish shareholders and need rules agreed from the start.
• If the investor is a foreign company and the transaction is part of a corporate restructuring of its international group or is channelled through a holding company.
• If you also need a NIE, residence permits or visas: we can handle those too.

In our foreign investment service we advise international investors, from inside and outside the EU, from the first analysis to the declaration of the investment. All documents can be provided in Spanish and in English, and we can arrange for you to be assisted in English.

Author and sources

Author: Sara González Domínguez, a practising lawyer registered with the Málaga Bar Association (no. 8502). Sources checked on 6 October 2026.

• Spanish Companies Act (Ley de Sociedades de Capital), consolidated text from the Spanish Official State Gazette (BOE).
• Law 19/2003 on capital movements and economic transactions with other countries, consolidated text from the BOE.
• Royal Decree 571/2023 on foreign investments, consolidated text from the BOE.