Throughout 2025, various legal, administrative, and supervisory measures are being implemented and consolidated in Spain, directly affecting how foreign companies operate, comply with regulations, and structure their corporate information. For international groups with subsidiaries or business activity in Spain, staying aligned with these developments is essential to avoid delays, ensure proper compliance, and maintain operational efficiency.
Strengthened Representation Requirements Before CNMV and CNMC
Spanish regulators continue to reinforce effective supervision over foreign companies operating in regulated sectors. In practice, the CNMV and the CNMC are increasing their focus on the presence of a legal or technical representative residing in Spain who can respond to information requests, manage notifications, and ensure real-time compliance.
For companies providing investment services, distributing funds, operating telecommunications infrastructures, or providing certain digital services, the role of the local representative has become increasingly relevant from an operational standpoint.
Foreign companies must ensure that their representative has the appropriate legal authority, is duly accredited, and can interact with the electronic systems used by the Spanish authorities.
New Spanish Tax ID (NIF) Requirements Through Form 036
In 2025, the Spanish Tax Agency has strengthened its controls regarding the identification of ultimate beneficial owners (UBOs) in Tax ID applications submitted via Form 036 for:
- newly incorporated subsidiaries,
- non-resident entities registering for tax purposes,
- and foreign investors acquiring shares in a Spanish company.
In practice, any foreign company applying for a NIF is required to identify the individuals who hold more than 25% of the share capital or, alternatively, the entity’s legal representative. This means that foreign companies entering the Spanish market must anticipate a more documentation-intensive onboarding process, ensuring that their ownership structure is clear, up to date, and consistent across jurisdictions.
New Annual Accounts Models Incorporating IRUS and CNAE 2025
During 2025, the Spanish Commercial Registry is expected to introduce new annual accounts templates incorporating new corporate identification functionalities and systems, such as the upcoming IRUS code, together with updates to the classification of economic activities:
- the IRUS code, a unique registry identifier in Spain,
- and the updated CNAE 2025 activity classification.
Electronic filing systems are applying increasingly strict automatic validations, meaning that inconsistencies in activity codes or identification documents may result in rejections when depositing annual accounts.
For subsidiaries of international groups, these changes require coordination between local accounting teams and global teams, especially when the activity of the Spanish entity does not fully match the activity of the group.
Supreme Court Judgment on the Shareholders’ Register (STS 4675/2025)
Recent case law from the Spanish Supreme Court and several Provincial Courts continues to reinforce the importance of the Shareholders’ Register Book as an accurate reflection of a company’s real ownership structure.
The courts have reiterated that:
- The Register Book must show the effective ownership of the shares.
- An outdated or inaccurate book may be disregarded if other evidence demonstrates the actual ownership.
- Corporate resolutions adopted on the basis of an incorrect book may be subject to challenge.
This is particularly relevant for international groups with complex corporate structures or frequent changes in shareholding.
General Update of the National Classification of Economic Activities (CNAE 2025)
In 2025, work is underway to update the National Classification of Economic Activities (CNAE), which is expected to require adjustments in how business activities are identified for all companies operating in Spain.
This means that companies must periodically review their CNAE code to ensure it reflects their actual activity in Spain, as it is used by multiple authorities (Tax Agency, Social Security, Commercial Registry, etc.) to classify and validate activities.
Inconsistencies between CNAE codes declared in different registries may result in administrative issues or information requests.
For foreign companies with local operations, it is essential that the declared CNAE accurately reflects the activity carried out in Spain, even if the group’s global business is broader or more diversified. Coordination may be necessary between the Spanish subsidiary and the parent company to ensure consistency across internal systems and official filings.
At Leialta, we support foreign companies operating in Spain by offering 360º assistance, from the initial steps to advanced growth stages. In doing so, we ensure that their corporate, tax, and regulatory obligations remain fully aligned with the latest legal developments. If your organization needs help operating in Spain, our team will be delighted to assist you.
