Residents who invest in foreign marketable securities or securities deposited in foreign entities or who invest in foreign collective investment schemes must declare those securities by submitting form D-6. These declarations are filed annually with the Directorate General for Trade and Investment (Dirección General de Comercio e Inversiones) in January of each year and show the situation of the securities deposits or accounts as at 31 December of the previous year.
Investments in shares in foreign companies that are fully or partially listed on Spanish or foreign securities markets and subscription or similar rights that entitle the owner to own shares in the capital of those companies must be declared through the D-6 form, regardless of where they were issued and acquired, when a) the investor’s shareholding is equal to or more than 10 percent of the company’s capital before or after the transaction, b) if lower than this percentage, it allows the investor to sit on the board of directors or c) if the investment exceeds €1,502,530.27. The investment or settlement must be declared within one month from the date of the transaction.
The following must be declared through form D-5A:
- shareholdings in non-listed foreign companies (including share subscription rights, convertible bonds or similar securities that entitle the holder to a own a share in the capital)
- establishing or opening additional branches
- the formation, formalisation or participation in joint ventures, foundations, economic interest groups, cooperatives and joint ownership arrangements (comunidades de bienes) when the resident investor’s participation -alone or together with previously existing ones- is worth more than €1,502,530.26 or when the investment is directed at tax havens or countries classed as tax havens, regardless of the amount. The declaration must be submitted to the Ministry of Economy’s Investment Register (Registro de Inversiones del Ministerio de Economía) within one month from the date of the investment.
In the case of subscription rights, convertible bonds or similar securities that entitle the holder to a own a share in the capital of foreign companies, the purchase of any shares as a result of exercising those rights must be declared by submitting form D-5A, within one month from the time of purchase, and at the same time the settlement declaration must be declared by submitting form D-5B, deregistering those rights or convertible bonds.
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Juan Antonio Rodríguez García, Partner, TempleCambria Lawyers
+34 617073669 firstname.lastname@example.org
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