Your local partner in Spain for companies from the United Kingdom
Last updated 2 November 2026
The short answer
Spain does not require a British company to have a Spanish shareholder: your subsidiary can be wholly owned by you and have directors in the United Kingdom. Since Brexit, however, your company is a third-country company: the investment may require prior authorisation, a branch needs a tax representative, selling here without being established may require a VAT representative, and your staff need authorisation to work. Managora, a law firm and gestoría (administrative services firm), assesses whether your investment requires prior authorisation and handles the rest on your behalf.
The United Kingdom and Spain in figures
- €19,105.1 million of productive British direct investment in Spain between 2023 and 2025, by country of ultimate origin: the second-largest investor, after the United States (DataInvex, query of 2 November 2026, provisional data).
- €1,845.9 million in the first half of 2026 (DataInvex, same query, provisional data).
- 1,829 subsidiaries of British groups in Spain in 2024, employing 238,836 people, with a turnover of €85,141 million (National Statistics Institute (Instituto Nacional de Estadística, INE), FILINT 2024, query of 2 November 2026).
What Spain requires of a company from the United Kingdom
| Obligation | Does it apply to you? | In your case |
|---|---|---|
| Prior authorisation of the investment | Depending on the sector | When acquiring 10% or control of a company in a sensitive sector. |
| Investment Register (Registro de Inversiones) | Yes | Form D-1A within the month following the investment. |
| NIF (tax identification number) | Yes | Your company (letter N), the branch (W) and directors and attorneys (NIE or NIF beginning with M). |
| Tax representative | With a branch | Mandatory for a British branch, not for an EU one; the representative is liable for its tax debt. |
| VAT (IVA) representative | If you sell without being established | Mandatory when your company files VAT returns in Spain, except through the EU One-Stop Shop. |
| Beneficial owner | Yes | Declared at the Commercial Registry (Registro Mercantil) with the annual accounts and, if it changes, within ten days. |
| Staff authorisations | If you bring staff | Required to work here. |
| Apostille and sworn translation | Yes | Documents from Companies House and from your board. |
| Electronic dealings with the authorities | Yes | Notifications and formalities, by electronic means only. |
| GDPR representative in the EU | In one case only | If, without an establishment in the EU, you offer goods or services to people in the EU or monitor their behaviour. |
What changes because you come from the United Kingdom
- Investment screening: as a company from outside the EU and the European Free Trade Association (EFTA), you need authorisation, subject to exemptions, to acquire 10% or control of a Spanish company in energy, infrastructure or critical technologies, data or the media, among other sectors, and in any sector if your company is controlled by a State. Investing through an EU subsidiary does not avoid this if more than 25% of that subsidiary is owned by residents of the United Kingdom. Without authorisation, the transaction is invalid.
- The 2013 tax treaty: since Brexit it is the only way to reduce Spanish withholding tax on dividends, interest and royalties, because the exemptions reserved for EU companies no longer extend to your parent company.
- Investment protection: the EU-UK Trade and Cooperation Agreement liberalises investment, but does not provide for investor-State arbitration.
- Parent company documents: Companies House issues the certificate with the details of the company and its directors, the summary statement (formerly the good standing statement), only if the company is up to date with its filings, and certified copies of the articles of association. The board resolution and the power of attorney are signed before a British notary or at a Spanish consulate. British documents bear an apostille from the Foreign, Commonwealth and Development Office (FCDO) and a sworn translation.
- Branch: since 9 May 2024, EU companies can open their branch entirely online; a British company cannot, and registers it with apostilled documents. It also needs a tax representative resident in Spain: failure to appoint one carries a penalty of €2,000.
- VAT: in the view of the Directorate General for Taxation (Dirección General de Tributos), the Withdrawal Agreement is not a mutual assistance instrument (the Spanish Tax Agency, Agencia Tributaria, recognises such instruments only with Norway). Therefore, if your company must file VAT returns in Spain without being established here, it must first appoint a representative with a tax domicile in Spain, unless it files through the EU One-Stop Shop. Goods from Northern Ireland follow their own rules.
- Customs: since 2021, goods moving between Great Britain and Spain go through customs. To lodge customs declarations you first need an EU EORI number, which we obtain for you.
- Staff: no freedom of movement. Without a visa, only stays of up to 90 days in any 180-day period (with ETIAS authorisation once it becomes operational); to work, an authorisation.
From the United Kingdom to your operating subsidiary in Spain, step by step
- 1
Assessment and fixed quote
We decide with you between a subsidiary and a branch, check whether prior authorisation is required and send you a fixed quote in writing. Beforehand, as the law requires, we identify your company's beneficial owner from the Companies House register of people with significant control (PSC).
- 2
Documents in the United Kingdom
Your company requests the certificates from Companies House; your board approves the transaction and grants the power of attorney using the wording we send you. Then come the apostille and the sworn translation into Spanish, which we coordinate.
- 3
NIF and NIE
We apply for your company's NIF with the census registration return (Form 036) and for the directors' NIE.
- 4
Subsidiary or branch
For the subsidiary, the negative name certificate (certificación negativa de denominación) and the incorporation of the limited company (sociedad limitada), with capital from €1; for the branch, its registration at the Commercial Registry. Your attorney signs before a notary in Spain.
- 5
Investment Register
Form D-1A within the month following the deed; if a Spanish notary is involved, the notary files it.
- 6
Tax registration
Census registration with the Tax Agency and, if it is a branch, its own NIF and its tax representative.
- 7
Bank account
The bank opens it subject to its own requirements, which may include the presence of the director.
- 8
Team
Registration with the Social Security, registration of employees and work authorisations.
- 9
Ongoing compliance
VAT, Corporate Income Tax (Impuesto sobre Sociedades), annual accounts with the beneficial ownership declaration, withholding on payments to the parent company (Form 216), related-party transactions where applicable and, above €3 million of capital or net equity, the D-4 annual report.
Your British team in Spain
A British national arriving since 2021 who is not a beneficiary of the Withdrawal Agreement needs a residence and work authorisation. Those on this list are processed by the Large Companies and Strategic Groups Unit (Unidad de Grandes Empresas y Colectivos Estratégicos) within 20 days; if it does not reply, they are deemed granted.
- Intra-corporate transfer: managers, specialists or trainees with at least three months in your group; up to three years (one for trainees).
- Highly qualified professional or EU Blue Card: a person the subsidiary hires for a highly qualified position.
- Entrepreneur: the founder of an innovative project or one of special economic interest, with a favourable report from the National Innovation Company (Empresa Nacional de Innovación, ENISA).
- Family: spouse or partner, minor or dependent children and dependent relatives in the ascending line, at the same time as the holder or afterwards (family reunification for holders of talent visas).
Anyone who also holds a passport from an EU country does not need it. A posted employee can continue paying contributions in the United Kingdom for up to 24 months with the HMRC certificate, but still needs the authorisation. A senior executive may opt for the special regime for relocated workers if they have not been tax resident in Spain in the previous five years, among other requirements.
The 2013 tax treaty and what you pay in Spain
The treaty, in force since 12 June 2014, limits what Spain withholds on payments to your company:
| Payment from the subsidiary to your company | Without the treaty | Under the treaty |
|---|---|---|
| Dividends | 19% | 0% if it controls at least 10% of the capital; otherwise 10% (15% on certain dividends from SOCIMIs, Spanish REITs) |
| Interest | 19% | 0% |
| Royalties | 24% | 0% |
It is applied using the certificate of tax residence for treaty purposes issued by HMRC, valid for one year. Since 2023 the anti-abuse clause of the Multilateral Convention also applies: the treaty does not apply if obtaining its benefit was one of the principal purposes of the transaction. It covers Great Britain and Northern Ireland, not Jersey, Guernsey, the Isle of Man or the overseas territories.
The subsidiary is taxed like any Spanish company: Corporate Income Tax at the general rate of 25% (as part of a group, without the reduced rate for newly created companies), VAT and withholding on its staff's pay. The branch is taxed on what it earns here, at the same rates, under Non-Resident Income Tax (Impuesto sobre la Renta de no Residentes, IRNR).
What we do for you
We are your presence in Spain, remotely and in writing, in Spanish and in English. We file and sign on your behalf before the Tax Agency (with your power of representation), the Social Security, the immigration authorities (Large Companies Unit, MERCURIO platform) and the Registries.
- Setting up: subsidiary or branch, NIF, NIE and tax registration.
- Tax representative where the case allows it. For a branch, the law would make the representative liable for its debt: we tell you beforehand and agree the guarantees.
- Team and annual compliance: work authorisations, Social Security, taxes and annual accounts.
- The European Union trade mark, with effect in all 27 Member States.
We do not provide a registered office or an address for notifications; we are not directors, company secretaries or shareholders of your company; we do not apostille documents or sign sworn translations (we coordinate them); we are not a customs representative, an IOSS intermediary or the responsible person for your products; and we do not handle Spanish trade marks for anyone not established in the European Economic Area.
Frequently asked questions
Does the subsidiary need a Spanish shareholder or director?
No. Spain cannot impose nationality or residence requirements on the shareholders or directors of a services company: the subsidiary can be wholly British-owned and managed from the United Kingdom. Some regulated sectors have their own rules: we review this in the preliminary assessment.
Do we have to travel to Spain?
Not for the legal side: the board resolution and the power of attorney are signed in the United Kingdom, your attorney signs the deed in Spain and we file everything else. The bank may require someone to attend in person to open the account.
Subsidiary or branch?
We decide with you in the preliminary assessment. The subsidiary is liable with its own assets and does not need a tax representative; the branch has no separate legal personality, so your British company is liable, and it needs a tax representative.
We sell to Spanish customers from the United Kingdom: do we need to register for VAT?
If you invoice businesses, as a general rule no: your customer accounts for the VAT. If your company must file it, for example when selling goods held in Spain to consumers, yes, with a representative with a tax domicile in Spain appointed before you start. We can act as that representative.
How long does it take?
Up to three months if the investment requires prior authorisation (the consultation, 30 working days) and 20 days for staff authorisations; the rest depends on the apostilled documents.
This guide explains the general framework and does not replace a review of your own case: what applies to you depends on your transaction, your sector and your structure.