Forms D-1A and D-6: declaring your investments outside Spain

No. Form D-6 was the annual declaration for holders of Spanish investment abroad in negotiable securities and was regulated in the Orden de 28 de mayo de 2001 (the Order of 28 May 2001). That order was repealed with effect from 1 February 2024, except for one chapter that has nothing to do with declarations (the suspension of the liberalisation regime). From that date there is no form D-6, no January deadline, and nothing to file for this concept.

The rule that replaces it, the Orden ECM/57/2024, explains the reason: the obligation to declare investments in negotiable securities that do not carry the intention to influence the control of a company is abolished. Put simply: having listed shares or funds in a foreign broker, without reaching 10% of the company, is no longer declared to the Registry of Investments.

If you had been filing form D-6 every January and this year you have not filed anything, you have not breached any rules: the procedure ceased to exist. The official list of forms approved in 2024 does not include it in either of its 2 annexes.

Beware of the opposite conclusion. The disappearance of form D-6 does not mean that all obligations disappear. If your stake in a foreign company reaches 10%, the declaration still exists and it is a different one: form D-5A. And form 720 from Hacienda (the Spanish tax agency), which is a completely different obligation, continues exactly as before.

No, and this is the most repeated mistake in this matter. With the forms in force since February 2024, D-1A is the declaration of foreign investment in Spain: it is filed by the non-resident investor who enters the capital of a Spanish company or endows a branch here. If the money leaves Spain outwards, your form is D-5A.

What decides is not where the money is, but which side you are on. A resident who invests abroad: series D-5 for companies and branches, series D-7 for real estate, D-8 for the annual report. A non-resident who invests in Spain: series D-1 for companies and series D-2 for real estate.

The confusion comes from the fact that many texts still use the pre-2024 nomenclature, when the codes were distributed differently. If you have read somewhere that you must file a D-1A for your company in Portugal or the United States, the advice was outdated.

There is also a third block that does not depend on the amount or the percentage: investments originating from or destined for non-cooperative jurisdictions require a prior declaration, before investing, with forms DP-3 (companies) or DP-4 (real estate). That prior declaration is valid for 6 months.

The Real Decreto 571/2023, in force since 1 September 2023, closes the list in its article 7. Only what is on that list is declared, and almost everything revolves around 10%.

The following are included: a stake of 10% or more in the capital or voting rights of a non-resident company; the acquisition of 10% or more of the assets of a collective investment institution with a non-resident management company; partner contributions to net equity without a capital increase when you already have that 10%; the incorporation or increase of the endowment of a branch abroad; financing to non-resident companies or branches of the same group for more than €1,000,000 with an amortisation period exceeding 1 calendar year; the reinvestment of profits with a stake of 10% or more; joint venture contracts, temporary business unions, foundations, economic interest groupings or communities of property when your share reaches 10% of the total value and also exceeds €1,000,000; and the purchase of real estate located outside Spain for an amount exceeding €300,000.

A detail that is often overlooked: the 10% threshold is measured on the share capital or voting rights, not on the money invested. Entering with €3,000 in a newly incorporated company abroad can mean 30% of the capital and oblige you to declare, while €200,000 in listed shares of a multinational does not oblige you to do anything before this registry.

If your transaction does not fit into any of these scenarios, there is no declaration to the Registry of Investments. That does not exempt you from what may correspond to you before Hacienda, which is measured by other rules.

The general deadline is 1 month from the date the transaction is carried out, both for investing (D-5A, D-7A) and for divesting (D-5B, D-7B). It is not an annual deadline: each transaction has its own month, and it counts from the legal formalisation, not from the payment or from the registration in the destination country's registry.

Separately is the annual report, form D-8, which is filed within the 7 months following the close of the accounting year of the foreign company or branch, accompanied by its annual accounts. If you do not yet have the accounts within that period, another supporting document is provisionally accepted and then a copy of the accounts is provided within 1 month from when they are issued.

If you have missed the month, the good news is that filing late on your own initiative is much cheaper than waiting to be required. The Ley 19/2003 reserves a specific bracket for declarations filed out of time without prior action or requirement from the Administration: from €150 to €300 if no more than 6 months have passed, and from €300 to €600 if more have passed.

If instead you do not declare and the Administration acts, the scenario changes scale. The failure to declare a transaction of up to €6,000,000 is a minor infringement, with a fine of up to a quarter of the transaction amount and a minimum of €3,000. Above €6,000,000, or if the declared data is not truthful, the infringement is serious: up to half the amount, with a minimum of €6,000. Investing without prior authorisation when this is mandatory is very serious: up to the full amount of the transaction, with a minimum of €30,000.

Minor infringements prescribe after 1 year, serious ones after 3 years and very serious ones after 5 years. If you have old unfiled declarations, it is advisable to look at the date before the amount. Managora reviews your case and regularises whatever is still active.

No, and they do not replace each other. They are 2 different administrations, with 2 different purposes, 2 different thresholds, 2 different deadlines and 2 different penalty regimes. Having filed one does not free you from the other.

The declaration of foreign investments is received by the Registry of Investments, within the State Secretariat for Trade, and its purpose is the control and statistics of foreign investment. It is triggered by the control percentage (10%) or by the euro thresholds of article 7, and it is filed transaction by transaction, within the following month.

Form 720 is received by the Tax Agency, it is an informative declaration with no tax to pay and is triggered by the balance: €50,000 in any of its 3 independent blocks (accounts, securities and insurance or income, and real estate). It is filed between 1 January and 31 March of the year following the financial year, and in subsequent years it only needs to be repeated if any of the blocks increases by more than €20,000 compared to the last declaration or if you cease to own an asset that was previously recorded.

The practical consequence is that both can coincide in the same year and for the same money, or you may only have to file one. A portfolio of €80,000 in a foreign broker, with no control over any company, goes to form 720 and not to the Registry of Investments. A company in Mexico in which you have 50% with a contribution of €6,000 goes to the Registry of Investments and may not even reach the threshold for form 720. And if your net wealth as of 31 December requires it, form 714 for Wealth Tax may also come into play.

If you are no longer a resident, the investments you make in third countries are not declared in Spain. But if you invest in Spain as a non-resident, then there is an obligation and the form changes series: D-1A to enter a company or endow a branch, D-2A to buy real estate, with the same deadline of 1 month, and D-1B or D-2B when you exit the investment.

Here appears the point that causes the most problems. Resident status for the purposes of capital movement regulations is not determined exactly the same as tax residence for personal income tax. You can be a non-tax resident and still appear as a resident for these purposes, or vice versa. Before assuming that nothing applies to you, it is advisable to review which side you are on in each of the 2 regulations.

Changing residence does not erase the past either. The declarations you should have filed while you were a resident remain enforceable until they prescribe, with their deadlines of 1, 3 or 5 years depending on the severity.

And if the change of residence is accompanied by a registration or modification in the Tax Agency census, or the designation of a tax representative, that is communicated with form 036. Managora fits the 2 pieces together in the same file.

Filing is obligatorily electronic. The Orden ECM/57/2024 requires that any declaration be made through the enabled electronic means, and the forms approved in 2024 are processed with AFORIX, the software of the Subdirectorate General for Foreign Investments. There is no paper counter for these forms.

To prepare the declaration, few details are needed, but they must be exact: the date of formalisation of the transaction, the amount, the full identification of the foreign company or real estate, the participation percentage before and after, and the document supporting the transaction (deed of incorporation, share purchase agreement, capital increase agreement, real estate purchase deed).

You do not need to obtain any digital certificate or install anything: Managora prepares the corresponding form, files it for you before the Registry of Investments and returns the filing receipt for your records.

If in the same year you have moved money abroad and also maintain assets or accounts abroad, the reasonable thing to do is to review the 3 obligations at once: the foreign investment declaration before the Ministry, form 720 before the Tax Agency and, if applicable due to your wealth, form 714. You can see the updated price of each one on its page, and Managora files everything for you.