Foreign investments in Spain and Spanish investments abroad are regulated by Royal Decree 664/1999, of April 23, 1999, on foreign investments and the Order of the Ministry of Economy of May 28, 2001, establishing the applicable procedures for the declaration of foreign investments and their liquidation, as well as the procedures for the presentation of annual reports and authorization files.
The aforementioned Order, in its second final provision, empowers the General Directorate of International Trade and Investment to approve the models for the processing and declaration of foreign investments in Spain and Spanish investments abroad.
Annual report on the development of investments in Spanish companies with foreign participation in their capital and subsidiaries
D-4 Model is necessary to submit to the Investment Registry the annual report on the development of foreign investment in Spanish companies.
Spanish companies in which non-residents have an interest are obliged to submit the Model D-4 in the cases listed below:
- Spanish companies whose capital or equity is greater than 3,005,060.52 euros must submit an activity report in the following cases:
- When the participation of non-resident investors in its capital stock is equal to or greater than 50 percent.
- When the participation of any non-resident investor in its capital stock or in the total voting rights is equal or higher than 10 percent.
- Spanish “holding” companies or companies holding shares in Spanish or foreign companies (ETVE), regardless of their amount of share capital or equity when the total participation of non-residents is equal to or greater than 50% of the capital or if a single non-resident investor has a stake equal to or greater than 10% of the capital or of the total voting rights.
- In addition, the subsidiaries in Spain of non-resident companies, whatever their amount of capital or equity.
The Report shall be submitted within a maximum period of 9 months as from the closing of the financial year to which it refers. Therefore, next September 30th is the deadline for its submission to the Investment Registry in relation to the information of the year closed on December 31st, 2019.
This model requests, among others, the following information:
- Data of the reporting Spanish company: data relating to the main activity and CNAE, economic data such as share capital, net worth, turnover, financing obtained from abroad, dividends, data on the results of the financial year, number of employees, percentage of foreign participation, etc.
- Details of each non-resident holder
- Details of the Spanish company in which the declarant has an interest
- Details of the Spanish investees by the previously mentioned company.
A photocopy of the Corporate Income Tax return or the Annual Accounts for the year corresponding to the data collected in the same shall be attached.
Annual report on the development of investment abroad
This D-8 Model is to be used to submit to the Investment Registry the Annual Report on the development of Spanish investment in foreign companies.
Resident investors will be obliged to present this Annual Report in cases where they make the following investments:
- in foreign companies whose net worth is greater than 1,502,530.27 Euros, or its equivalent in the currency in which the balance sheet is expressed, and the investor’s share in the capital or total voting rights is equal to or greater than 10%
- in foreign companies whose activity is the holding of shares in the capital of other companies, regardless of the amount of the investment
- in foreign subsidiaries regardless of the amount of the investment.
The Report will be presented in the first nine months of each calendar year. Therefore, next September 30th is the deadline for its submission to the Investment Registry.
In the D-8 Model, the following data, among others, will be requested:
- Investor data such as data on its main activity and CNAE, percentage of foreign participation and other economic data
- Details of the investee company or foreign subsidiary.
It will be necessary to submit certain additional mandatory documentation that will accompany the D-8 Model, such as a copy of the annual accounts (balance sheet, profit and loss account and its annexes or complementary notes) for the corresponding financial year of the foreign company in which the investor has an interest and those in which the foreign company has an interest. Under no circumstances will a copy of the annual accounts of the reporting Spanish company be submitted.
Where and how D-4 and D-8 Models are submitted
They will be addressed to the Directorate General for Trade and Investment. Models D-4 and D-8 will be obtained, filled out, and submitted electronically, using the help program (AFORIX) available at the electronic headquarters of the Secretariat of State for Trade at https://sede.comercio.gob.es by accessing the option Procedures and electronic services-> Download help programs-> AFORIX Program for filling out Foreign Investment Forms.