Foreign Investment

• PORTUGAL

There are no restrictions on the inflow of foreign capital. The fundamental principle of the Portuguese regulatory framework is the non-discrimination of investment on grounds of nationality. It is not compulsory to have a national partner. There is freedom to distribute profits or dividends abroad. Foreign and national investors are treated equally, with no special registration or notification to any authority required in respect of foreign investment.

Furthermore, non-resident holders of a shareholding in a Portuguese company must, for tax purposes, obtain a Portuguese tax identification number (‘NIF’).

EU/EEA residents: A NIF is required, which can be obtained from the relevant tax authorities (in person or through appointed representatives).

Residents outside the EU/EEA: It is mandatory to appoint a natural or legal person resident in Portugal to act as a representative before the Portuguese tax authorities or to register for any of the electronic notification channels.

Under Portuguese law, investment structures may be individual or collective.

Individual: i) Self-employed person; ii) Sole trader; iii) Single-member limited liability company; iv) Public limited company with a single shareholder; v) Branch.

The group: (i) Limited Liability Company; (ii) Public Limited Company; (iii) European Company; (iv) Consortium; (v) Complementary Business Group; (vi) Holding Companies.

 

• SPAIN

The legal framework for foreign investment in Spain is based on the principle of the free movement of capital. It is governed primarily by Law 19/2003 and Royal Decree 571/2023. Strategic sectors require prior administrative authorisation (within the scope of control mechanisms).
Key details regarding the Spanish legal system applicable to foreign investors:
A) Liberalised investments
– General rule: Prior administrative authorisation is not required to carry out investments.
– Declaration requirement: A declaration must be filed with the Investment Register of the Ministry of Economy, Trade and Enterprise. This declaration serves statistical and administrative purposes.
– Tool: Aforix platform.
B) Subject to Prior Authorisation
The general liberalisation regime is suspended and authorisation (from the Council of Ministers or the Directorate-General for International Trade and Investment) is required where the following circumstances apply:

– Strategic sectors: These affect public order, public safety, public health, national defence, critical infrastructure, energy, water, transport, communications, key technologies (AI, semiconductors), strategic raw materials, and sectors with access to sensitive information or the media.

– Investor profile:

Investors resident in countries outside the European Union and the European Free Trade Association (EFTA).

Investors controlled directly or indirectly by third-country governments.

Investors who have previously been involved in activities affecting security or public order in another EU country.

– Controlling interest:

Investments whereby the investor acquires a stake of 10 per cent or more of the share capital of a Spanish company, or where control of the company is acquired.