inversiones extranjeras

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The rules on the suspension of the deregulation of direct foreign investments has been amended to mean that, until June 30, 2021, some investments by EU / EFTA residents in Spanish listed companies will also require authorization.

Spanish Royal Decree Law 34/2020, of November 17, on urgent measures supporting company solvency, the energy industry and tax matters to combat the health crisis caused by COVID-19, which came into force on November 19, imposes temporary rules suspending the deregulation of foreign investments in Spain until June 30, 2021 .

The rules (contained in Law 19/2003, of July 4 ), will apply to direct foreign investments in listed companies in Spain by residents of other countries of the European Union and the European Free Trade Association. The main impact of the rules is that investments that fall within its scope will require advance authorization from the state, as set out in Law 19/2003.

Listed companies in Spain will be considered those whose shares are in whole or in part admitted to trading on a Spanish official secondary market and whose registered office is in Spain. The rules will not apply to companies whose shares are traded on the BME Growth market.

The rules also establish that direct foreign investment in Spain will be investments whereby the investor holds a stake of 10% of more in the company’s share capital, or when they acquire control of the company following a corporate transaction or business deal, as established in Law 15/2007, of July 3, on the Defense of Competition.

Lastly, the rules will apply whether the investments are made by residents of the European Union and the European Free Trade Association other than Spain, or whether they are made by Spanish residents but where the beneficial owner is resident in another country of the European Union or the European Free Trade Association. Beneficial ownership will be considered direct or indirect holding or control of more than 25% of the investor’s capital or voting rights, or when they otherwise exercise direct or indirect control of it.

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