Recently, on 1 February 2024, the Resolution of the Directorate General of International Trade and Investments of 31 January 2024, approving the forms for the processing and declaration of foreign investments in Spain and Spanish investments abroad, entered into force. The changes to the forms concern both their content and the deadlines for submitting them.
The aforementioned resolution is a consequence of the entry into force of Royal Decree 571/2023, of 4 July, on foreign investments (entry into force on 1 September 2023) and also of the subsequent Order ECM/57/2024, of 29 January, which regulates the procedures applicable to the declaration of foreign investments, as well as the procedures for the submission of annual reports.
Some of the main changes are detailed below:
Annual reports (D4 for foreign investments in Spain and D8 for Spanish investments abroad):
- The deadline for filing annual reports has been reduced. The maximum period is set at 7 months from the end of the financial year. Previously it was 9 months.
- In the case of D4 (foreign investments), a threshold has been introduced for branches of non-resident companies, so that the obligation only applies to branches with a capital or equity of more than 3,000,000 euros.
- In the case of D8 (Spanish investments), new thresholds have been introduced.
Foreign branches are only required to report if their capital or reserves exceed 1,500,000 euros.
As for investments in foreign companies, there is an obligation if the capital or equity (previously only equity) exceeds EUR 1,500,000 and the resident investor holds 10% or more of the capital or voting rights.
Foreign investments in Spain, D1A, D2A (investments) and D1B, D2B (disinvestments):
- The acquisition of participations and shares in collective investment schemes and closed-ended collective investment schemes, provided that the management company is domiciled in Spain and that the objective is to acquire or have the right to acquire a participation of 10% or more of the equity or share capital of the entity.
- Equity contributions to Spanish companies not involving an increase in the share capital, provided that the shareholder holds at least 10% of the capital.
- Any type of financing of Spanish companies or branches by companies of the same group through deposits, credits, loans, negotiable securities or any other debt instrument, the amount of which exceeds 1,000,000 euros and the repayment period of which exceeds one calendar year.
- The obligation to report temporary joint ventures is added if the resident’s share is 10% or more and the amount exceeds 1,000,000 euros.
- The threshold for the acquisition of real estate is reduced to 500,000 euros per property.
- The maximum filing period remains unchanged at 1 month from the date of the investment.
Spanish investments abroad, D5A, D7A (investments) and D5B, D7B (disinvestments):
- The acquisition of participations and shares in collective investment schemes, provided that the management company is non-resident and that the objective is to acquire, or have the right to acquire, a participation of 10% or more of the equity or share capital of the entity.
- Equity contributions to foreign companies not involving an increase in the share capital, provided that the shareholder holds 10% or more of the capital.
- Any type of financing of non-resident companies or branches by companies of the same group through deposits, credits, loans, negotiable securities or any other debt instrument, the amount of which exceeds €1,000,000 and the repayment period of which exceeds one calendar year.
- The obligation to report temporary joint ventures is added if the non-resident investor holds 10% or more of the capital and the amount exceeds 1,000,000 euros.
- The threshold for the acquisition of real estate is reduced to 300,000 euros per property.
- The maximum filing period remains unchanged at 1 month from the date of the investment.
Read the original article published in the Official State Gazette
