Foreign investment & compliance

Spain's FDI regime — Law 19/2003 as developed by Royal Decree 571/2023 — requires prior authorisation for non-EU/EFTA investors (and in certain cases intra-EU ones) acquiring significant stakes in strategic sectors such as energy, critical technologies, infrastructure or data. The consequence: FDI analysis must happen at the offer stage, because it drives the timetable, the conditions precedent and sometimes the viability of the deal itself.

The Spanish foreign-investment rules deprive the unauthorised transaction of effect until clearance is granted and back this with a meaningful sanctions regime. The practical consequence: no serious buyer signs without an FDI condition precedent where there is reasonable doubt, and no seller should accept a timetable that ignores the filing.

They can. EU sanctions apply to transactions, payments, services and counterparties, not only to the export of goods — a shareholding, a customer or an intermediary bank can each trigger restrictions. The consequence: companies with international operations need periodic counterparty screening and contractual exit clauses; the cost is minor compared with a frozen payment or an investigation.