Governing the rights and Conduct of Business
Corporate Law & Business Investments in Spain
At Harvey Lawyers, we specialise in providing comprehensive legal solutions for businesses, entrepreneurs, and corporate investors in Spain. Whether you are launching a new company, acquiring an existing business, or restructuring your corporate assets, our expert legal team ensures full compliance with Spanish corporate laws while optimising your business strategy.
Corporate Compliance Program
Our experts will design a bespoke program for your company by thoroughly analysing all the potential risks and misconducts your business and your employees are exposed to.
The Compliance Program is not only a lifeline in a world full of regulations but a statement of intent of transparency in business, good governance and a quality distinction before the market and the consumers for your company. On the other hand, the lack of a Compliance Program in your company can lead to significant fines or sanctions, loss of reputation and in some cases, judiciary intervention or its closure.
As for today is not mandatory to count with a Program (in Spain), but given the disrupting changes on business models, it is highly recommended.
Why Choose Spain for Business & Corporate Investments?
✔ Strategic European location – Spain serves as a gateway to both EU and Latin American markets.
✔ Favourable business climate – Competitive tax incentives for startups and foreign investors.
✔ Strong infrastructure & workforce – Well-developed logistics, tech hubs, and skilled professionals.
✔ Growing expat and business community – Making it easier for international companies to establish operations.
✔ Attractive corporate tax structure – Special incentives for certain sectors and foreign-owned companies.
Our Investment Services
✔ Company Formation & Structuring – Assistance in setting up SL (Limited Companies), SA (Public Companies), and other legal entities.
✔ Mergers & Acquisitions (M&A) – Legal due diligence, transaction structuring, and contract negotiation.
✔ Corporate Governance & Compliance – Ensuring businesses adhere to Spanish corporate regulations.
✔ Commercial Contracts & Agreements – Drafting, reviewing, and negotiating contracts with suppliers, partners, and shareholders.
✔ Business Licenses & Regulatory Approvals – Securing the necessary permits and authorizations for operations.
✔ Tax & Financial Structuring – Corporate tax planning, VAT registration, and international tax compliance.
✔ Employment & Labor Law – Legal guidance on hiring, contracts, employee rights, and terminations.
✔ Intellectual Property & Data Protection – Trademark registration, GDPR compliance, and IP protection.
Tax law advice
The Spanish tax law system is, arguably, the most challenging issue -as an individual or as a company owner- you are going to face. This is due to the Spanish growing economy in the past years, with increasing regulations to maintain its status in accordance with European standards. With a tax system becoming more and more complex every year, you must count on credited tax law experts that will help you and your company develop and grow your business safely and securely, as far as you want.
1. Financial & Legal Assessment
The first step in any creditor arrangement is to fully assess your financial situation. Our team conducts a detailed review of your company's debts, liabilities, and financial standing to determine the best course of action. We analyse your cash flow, outstanding obligations, and creditor claims to establish a legally sound negotiation strategy. This phase also involves ensuring compliance with Spanish insolvency laws, which govern how businesses can restructure debts.
2. Negotiating with Creditors
Once the financial analysis is complete, we represent you in discussions with creditors to negotiate new terms that provide relief while keeping your business operational. This can include restructuring payment plans, extending deadlines, or reducing overall debt. The goal is to find a mutually beneficial agreement where creditors recover a portion of their funds without forcing the business into liquidation. Our experience in corporate negotiations allows us to secure agreements that provide long-term stability for our clients.
3. Monitoring & Execution
After reaching an agreement, the terms must be formally established and executed. Our team ensures that all legal documents are properly drafted and that both parties adhere to the agreed conditions. We assist in monitoring payments, ensuring compliance with restructuring obligations, and preventing legal disputes. If any issues arise during the process, we provide continued legal support to protect your business from further complications.
All Our Services
Company Formation & Structuring
Corporate Tax & Financial Structuring
Debt Restructuring & Creditor Arrangements
Corporate Governance & Compliance
Business Licenses & Regulatory Approvals
Corporate Litigation & Dispute Resolution
Mergers & Acquisitions (M&A)
Intellectual Property & Data Protection
Foreign Investment & Business Expansion
Commercial Contracts & Agreements
Employment & Labor Law
Family Business & Succession Planning
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What type of company structures are available in Spain?Spain offers several business structures, including S.L. (Sociedad Limitada – Limited Liability Company), S.A. (Sociedad Anónima – Public Limited Company), and Autónomo (Self-Employed Sole Trader). The S.L. is the most common for small and medium businesses due to its flexible liability protection.
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What are the requirements to open a company in Spain as a foreigner?Foreign investors must obtain an NIE (Foreigner Identification Number), open a Spanish business bank account, and register with the Commercial Registry (Registro Mercantil). Non-EU investors may also need a visa or residence permit.
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How long does it take to set up a company in Spain?The process typically takes 2-6 weeks, depending on the company structure, legal paperwork, and whether all documents are properly submitted.
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Can I set up a company in Spain without living there?Yes, foreign investors can open a company in Spain without residency. However, a legal representative or administrator with Spanish residency may be required to manage certain business functions.
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What are the tax obligations for Spanish companies?Companies in Spain are subject to Corporate Tax (Impuesto sobre Sociedades), VAT (IVA), and social security contributions for employees. The standard corporate tax rate is 25%, though tax incentives may apply.
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What are the main corporate compliance requirements in Spain?Spanish companies must file annual accounts with the Commercial Registry, maintain financial records, and comply with corporate governance laws to avoid legal issues or penalties.
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How can I protect my business legally in Spain?Having clear shareholder agreements, well-drafted contracts, and strong compliance policies is essential. Consulting a corporate lawyer ensures all business operations meet legal requirements.
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What are the legal responsibilities of a company director in Spain?Company directors are responsible for financial reporting, compliance with tax laws, and acting in the best interest of the company. Failure to comply may result in personal liability for debts or legal actions.
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Is there a minimum capital requirement for starting a business in Spain?Yes, for an S.L. (Limited Liability Company), the minimum share capital is €3,000, while for an S.A. (Public Limited Company), it is €60,000, with at least 25% paid at incorporation.
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What happens if my company fails to meet tax and legal obligations?Companies that fail to comply with tax or legal regulations may face fines, financial audits, or even business closure. Having a corporate legal advisor helps prevent these risks.
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Can foreigners buy an existing business in Spain?Yes, foreign investors can purchase a Spanish business. However, legal due diligence is essential to review financial records, debts, and compliance status before completing the acquisition.
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What is the process for merging two companies in Spain?A merger involves due diligence, valuation, shareholder approval, and a legal contract filing with the Commercial Registry. The process can take several months, depending on company size and complexity.
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Are there tax advantages for foreign investors setting up businesses in Spain?Yes, Spain offers tax incentives for startups, research & development businesses, and companies investing in specific industries such as technology, energy, and tourism.
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How can I resolve a business dispute in Spain?Disputes can be settled through negotiation, mediation, arbitration, or litigation in Spanish courts. Many businesses prefer arbitration for a faster and more cost-effective resolution.
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Why should I invest in Spain?Spain offers a strong real estate market, high rental yields, a stable economy, and a fantastic lifestyle, making it a prime investment location.
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What types of investment opportunities are available in Spain?Investors can explore residential and commercial real estate, land purchases, business acquisitions, and development projects.
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Is Spain a good place for long-term investments?Yes, Spain has a stable political and economic environment, with a consistent demand for properties, especially in coastal and urban areas.
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What are the risks of investing in Spain?Potential risks include fluctuating property values, local tax obligations, and legal complexities, which is why legal due diligence is essential
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Can foreigners buy property in Spain?Yes, there are no restrictions on foreigners buying property in Spain. However, non-EU investors may need a visa for long-term stays.
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How do I ensure my investment is secure in Spain?Work with legal professionals, conduct thorough due diligence, and verify all contracts, taxes, and regulatory requirements before proceeding.
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Can I invest in distressed properties or repossessions?Yes, bank-repossessed properties can be great investment opportunities, but thorough legal checks are required.
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What is a Sale & Leaseback agreement?This is a financial arrangement where an investor purchases a property and leases it back to the seller, ensuring an immediate rental return.
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How much do I need to invest in Spain to qualify for the Golden Visa in 2025?As of 2024, the Spanish government is discussing changes to the Golden Visa program, including potential removal of the €500,000 real estate investment route. Investors should act fast if they want to qualify under current rules.
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Are short-term rentals still a good investment in Spain?Yes, but cities like Barcelona, Madrid, and Valencia are introducing stricter regulations on short-term rentals. Investors should check local licensing requirements before purchasing.
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Can I invest in Spain as a UK citizen after Brexit?Yes, but UK citizens are now considered non-EU investors, meaning they may face higher taxes on rental income (24%) and require visas for long stays. The Golden Visa or Non-Lucrative Visa are options for residency.
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What is the "Ley de Vivienda" (Housing Law) and how does it affect investors?The new Spanish Housing Law (2023) introduced rent caps in "stressed" rental areas and stronger tenant protections. If you plan to rent out property, check if your area is affected.
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What happens if I buy a property with outstanding debts?In Spain, debts like unpaid taxes or community fees stay attached to the property, not the previous owner, so legal due diligence is crucial before purchase.
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What taxes do I pay when buying property in Spain?Resale property: Property Transfer Tax (ITP) 6-11% (varies by region) New property: VAT (IVA) 10% + Stamp Duty (AJD) 1-1.5% Notary, registry, and legal fees: ~1.5-2% of the purchase price
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What are the 2025 tax changes for property owners in Spain?Non-residents (non-EU) pay 24% tax on rental income (before deductions). EU/EEA residents can deduct expenses and pay 19% on net rental income. Capital Gains Tax remains at 19-26%, but some exemptions apply for reinvestment.
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What type of company structures are available in Spain?Spain offers several business structures, including S.L. (Sociedad Limitada – Limited Liability Company), S.A. (Sociedad Anónima – Public Limited Company), and Autónomo (Self-Employed Sole Trader). The S.L. is the most common for small and medium businesses due to its flexible liability protection.
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Can foreigners buy property in Spain?Yes, foreigners can buy property in Spain without restrictions. You will need a NIE (Número de Identificación de Extranjero), which is a foreigner identification number required for all property transactions.
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What is the NIE, and how do I get it?The NIE (Número de Identificación de Extranjero) is a tax identification number for foreigners. You can obtain it through a Spanish police station, a Spanish consulate in your home country, or through a legal representative like us at Harvey Lawyers.
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Do I need a Spanish bank account to buy property?While not mandatory, it is highly recommended. A Spanish bank account makes it easier to pay for utilities, taxes, and mortgage payments.
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What are the main steps in buying a property in Spain?Find a property and negotiate the price Hire a lawyer to perform legal checks Sign a reservation agreement and pay a deposit Sign a private purchase contract (Contrato de Arras) with a deposit of 10% Complete due diligence (land registry checks, debts, etc.) Sign the title deed before a notary and pay the remaining amount
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What are the legal fees and taxes when buying property in Spain?Property Transfer Tax (ITP): 6%-10% (for resale properties) VAT (IVA) & Stamp Duty (AJD): 10% VAT + 1.2%-1.5% (for new properties) Notary & Land Registry Fees: €1,000-€2,500 Lawyer Fees: Typically 1% of the property price.
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How long does the buying process take?On average, the process takes 6 to 12 weeks, depending on due diligence, mortgage approval, and legal checks.
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Do I need a lawyer to buy a house in Spain?Although it is not mandatory to consult with a property lawyer when processing the sale or purchase of property here in Spain, it is highly recommended. You work with a team that has experience in conveyancing, that can anticipate any issues in advance, save you time and money and guide you professionally through the whole process.
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Can I buy property with a mortgage in Spain?Yes, Spanish banks offer mortgages to foreign buyers. You can typically borrow 60% - 70% of the property's value, and mortgage terms range from 5 to 30 years.
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What documents do I need to buy a property?Valid passport NIE (Foreigner Identification Number) Proof of funds or mortgage approval Private purchase contract Bank account details (if applicable)
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The estate agent is asking me to pay part of the deposit in ‘black money.’ What does this mean?‘Black money’ refers to undeclared cash payments made to avoid taxes, which is illegal in Spain. While this practice was more common in the past, it is strictly prohibited today. Additionally, any funds brought into Spain must comply with capital movement regulations. For instance, if you bring over €10,000 in cash without declaring it to customs, you may face legal issues, and the money cannot be legally justified in the deed of sale.
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What ongoing expenses will I have after purchasing a property in Spain?Once you own a property in Spain, you will need to budget for several ongoing costs, including: IBI (Impuesto sobre Bienes Inmuebles) – Annual property tax. IRNR (Impuesto sobre la Renta de No Residentes) – Non-resident income tax. Basuras Tax – Rubbish collection fee, usually paid annually. Utility Bills – Electricity, water, and gas. Community Fees (if applicable) – Charged for shared services in apartment complexes or urbanizations. Mortgage Payments & Home Insurance (if you have a loan). Life Insurance – Often required by banks for mortgage holders.
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Do I need a Spanish Will, and should I update my existing one?Yes, it is strongly recommended that you formalize a Spanish Will once you purchase a property. Spanish inheritance laws differ from those in other countries, and having a legally recognized Will ensures a smoother transition of assets to your heirs. A Spanish Will is: Drafted in both Spanish and English. Signed in front of a Notary in Spain or your home country. Legally aligned with European inheritance regulations.
