Guía Legal · Real Estate
Legal and fiscal analysis for companies, investment funds and professional advisors evaluating or executing property acquisitions in Spain.
Sandín Abogados · 2026
Spain remains one of the most attractive property markets in Europe for foreign capital. Mediterranean climate, world-class infrastructure, a legal system aligned with EU standards, and one of the strongest long-term real estate track records on the continent. Corporate buyers, investment funds, family offices, and professional intermediaries representing international clients are a structurally significant part of this market, driven not just by lifestyle demand, but by portfolio diversification, operational property needs, and the long-term appreciation potential of well-located Spanish assets.
A significant share of those transactions run into preventable problems. Not because Spain is hostile to foreign capital (it isn’t). But because acquiring property as a foreign entity (whether that means a UK company, a Delaware LLC, a Cayman fund, or a professional advisory firm managing client acquisitions) involves a set of legal, fiscal, structural, and AML compliance requirements that are substantially different from domestic acquisitions, and significantly more complex than what most buyers encounter in their home jurisdictions. The consequences of getting them wrong (suboptimal acquisition structures, excess tax exposure, unresolved title issues, or AML non-compliance) are expensive and, in institutional contexts, reputationally significant.
This guide is written for the professionals and organisations engaged in Spanish real estate acquisitions: corporate treasury and real estate teams evaluating portfolio or operational property needs; relocation and HR departments managing property arrangements for executives relocating to Spain; real estate agencies and brokers with international client instructions; family offices structuring wealth through Spanish property; and legal, tax, or financial advisors who need to understand the Spanish legal framework in detail. It draws on the transactions we handle at Sandín Abogados (an English-speaking boutique real estate law firm in Barcelona) when advising institutional and professional clients across Spain.
Key takeaways for corporate and professional buyers
- Foreign companies and investment entities can acquire Spanish property freely (no nationality, residency, or reciprocity restrictions)
- Corporate vs personal acquisition structures carry materially different tax and compliance implications, and structuring advice must precede the purchase
- AML due diligence for corporate buyers is significantly more extensive than for individuals: UBO identification, ownership chain documentation, and source of funds verification are mandatory under Real Decreto 571/2023
- Non-resident entities face annual IRNR obligations and specific capital gains/withholding frameworks on exit, and these must be modelled before acquisition
- The Golden Visa real estate route was abolished in April 2025, and investment-linked residency is no longer available through property ownership
- Acquisition costs add 11–14% on top of the purchase price (ITP 10% + notary + registry + legal fees in Catalonia), and this applies equally to corporate buyers
- The notary represents the transaction, not the buyer, so independent specialist legal representation is essential for all corporate and institutional acquisitions
Foreign buyers continue to be a structural pillar of the Spanish property market. Historically, the coastal regions (Costa del Sol in Andalusia, Balearic Islands, Canary Islands, Costa Brava in Catalonia, Valencia) attract the largest share of international demand. But Barcelona, as a global city with a consolidated residential market and a strong international professional community, occupies a different position: buyers here are typically professionals, entrepreneurs, or investors drawn by urban lifestyle rather than purely second-home ownership.
In 2025, foreign acquisitions accounted for approximately 14–16% of total transactions in Spain (source: Colegio de Registradores). British buyers remain the largest national group historically, though their numbers have moderated since Brexit. German, French, Dutch, American, and Middle Eastern buyers have all grown their share in recent years. The abolition of the Golden Visa real estate route in 2025 (discussed below) has redirected some investor demand toward other acquisition structures.
While this guide applies to the whole of Spain, buyers should be aware that certain aspects of property law (particularly taxes, tenant protections, and planning regulations) are managed at the regional (comunidad autónoma) level. Catalonia, for example, has specific rules around rental regulation, large landlord obligations, and property transfer tax rates that differ from Madrid or Andalucía. If you are buying in Catalonia, the regional regulatory layer requires specific attention. Our team at Sandín Abogados specialises in the Catalan market and is fully conversant with both the state-level and regional frameworks.
Yes, any foreign national, whether EU citizen or non-EU, can legally purchase property in Spain. There are no restrictions on foreign ownership of residential or commercial real estate based on nationality, residency status, or the buyer’s country of origin. Spain imposes no reciprocity requirements and no caps on the share of properties a foreign buyer can acquire.
The legal basis for property ownership in Spain is the Código Civil and the Ley Hipotecaria (Mortgage Law), which governs the registration of property rights. Ownership is established through a public deed (escritura pública) signed before a notary and subsequently registered at the Land Registry (Registro de la Propiedad). This system is robust and the registered title constitutes full legal ownership, enforceable against third parties.
The Número de Identificación de Extranjero (NIE) is a tax identification number assigned to foreign nationals in Spain. It is a mandatory requirement for virtually every legally significant act in Spain, including buying a property, signing a mortgage, paying taxes, and opening a bank account in connection with a transaction.
The NIE is not a residency permit. You can obtain a NIE as a non-resident (in fact, most non-resident buyers apply for theirs specifically for the property purchase). The NIE can be obtained:
The NIE consists of a letter, seven digits, and a control letter (e.g., X-1234567-Z for non-EU nationals, Y- or Z-series for newer applications). It will appear on all tax documents, contracts, and the escritura.
A common practical issue: obtaining a NIE appointment in Barcelona can take several weeks during peak seasons. If your purchase timeline is tight, factoring in NIE processing time from the outset (or delegating this to your lawyer via power of attorney) is advisable.
Below is the structural overview.
The search phase in Spain typically involves real estate agents (agencias inmobiliarias). Unlike in some other countries, buyers do not commonly have their own buyer’s agent, and the listing agent usually represents the seller. This means the agent’s interests are not fully aligned with yours, which underscores the importance of having independent legal representation from early in the process.
Once a property is identified and a verbal agreement on price is reached, the parties move quickly to formalise the intention. Spain does not use an equivalent of the English “exchange of contracts” at this stage, and formalisation happens through either a reservation agreement (contrato de reserva) or a deposit contract (contrato de arras).
This step should happen before any preliminary agreement is signed. For corporate and institutional buyers, this means instructing specialist legal counsel as soon as a target asset is identified (before the arras is signed or any price is formalised).
The purpose of early legal instruction is to conduct due diligence before committing to the acquisition, advise on the optimal acquisition structure (corporate vehicle vs personal purchase), and ensure that any preliminary agreement properly protects the buyer’s position with appropriate conditions precedent.
At Sandín Abogados, we advise corporate buyers, investment funds, family offices, and professional intermediaries handling client acquisitions from initial due diligence through to post-completion compliance. The right moment to involve a specialist is before any document is signed.
Your lawyer’s mandate will include: acquisition structure advice, due diligence, AML documentation management, reviewing or drafting preliminary contracts and conditions precedent, advising on tax structure, representing the buyer at the notary, and managing post-completion registration and IRNR compliance.
Due diligence on a Spanish property acquisition covers several distinct areas.
The core areas are:
Registry checks (nota simple registral): The starting point for any due diligence. The nota simple is an extract from the Land Registry showing the registered owner(s), a description of the property (built area, plot area, number of rooms), and any registered encumbrances (mortgages, liens, easements, pre-emption rights). It is publicly accessible and essential to verify before any commitment.
Urban planning status: The property should be verified against the local urban planning records (catastro and municipal planning files). This confirms: (i) whether the construction is authorised and properly registered, (ii) whether any part of the property has been built without the appropriate licence (licencia de obras), and (iii) whether the property has a valid cédula de habitabilidad (certificate of habitability, required for residential use in Catalonia).
Community of owners debt check: In Spain, properties in multi-unit buildings are subject to the Ley de Propiedad Horizontal. Any outstanding community fees owed by the seller become attached to the property upon transfer. The buyer can become liable for up to the three previous calendar years of unpaid fees unless a debt-free certificate (certificado de estar al corriente de pago) is obtained and verified.
Tenant occupation: If the property is tenanted, the buyer acquires it subject to the existing lease. Under the current Ley de Arrendamientos Urbanos (LAU), residential tenants have a right of first refusal (tanteo y retracto) on the sale. The implications for the buyer (including minimum lease duration, rent conditions, and the process for vacant possession) must be assessed before signing.
Fiscal checks: Verify that IBI (Impuesto sobre Bienes Inmuebles, the Spanish property tax equivalent) is paid up to date and confirm the cadastral reference and rateable value (valor catastral), which affects the calculation of purchase taxes.
There are two standard pre-completion instruments in Spain:
Deposit: A brief agreement, often a page or two, in which the buyer pays a small reservation fee (typically €3,000–10,000) to remove the property from the market for a defined period while due diligence is completed. If due diligence fails, the fee is usually refundable (subject to the specific terms).
Downpayment agreement: A more formal preliminary sale contract, governed by the Código Civil. The most common form (arras penitenciales under Article 1454 of the Civil Code) creates a binding commitment: if the buyer withdraws, they forfeit the deposit (usually 10% of the purchase price); if the seller withdraws, they must return double the deposit received. This is the standard instrument used once due diligence is complete and both parties are ready to commit.
The downpayment agreement contract is not a formality to sign quickly to secure a good property. It is a binding legal instrument. Every clause (conditions precedent, deadline for completion, what constitutes breach) must be reviewed by your lawyer before you sign.
The escritura pública de compraventa is the public deed of sale. It is signed before a notary (notario) and constitutes the formal transfer of ownership under Spanish law. Both buyer and seller (or their authorised representatives under a power of attorney) must be present. The notary reads the deed aloud and both parties must confirm their agreement.
Important: the notary in Spain represents the legal transaction as a whole, not either party. Their role is to ensure the deed is formally correct and to verify the parties’ identity and capacity. They do not conduct due diligence on the property on the buyer’s behalf and do not advise on tax optimisation. These are the functions of your lawyer.
On the day of signing, the balance of the purchase price (minus the arras already paid) is transferred, typically by bank-guaranteed cheque (cheque bancario) or interbank transfer. The notary will also collect the applicable first-registration taxes if not handled separately.
Registration at the Registro de la Propiedad is what makes the title effective against third parties (erga omnes). Once the escritura is signed and applicable taxes paid, the deed is submitted for registration. The process typically takes between two and six weeks.
Until registration is complete, it is standard practice to obtain a nota simple immediately after signing to verify the purchase is noted as pending (asiento de presentación). This protects the buyer’s priority position during the registration window.
Taxes on the acquisition are due within 30 calendar days of the date of the escritura. The applicable taxes and their rates are discussed in detail in the next section.
The régimen fiscal especial para trabajadores desplazados a territorio español, known informally as the Beckham Law, is one of the most significant fiscal tools available to professionals and entrepreneurs relocating to Spain.
Under this regime, eligible new Spanish tax residents can opt for a flat tax rate of 24% on Spanish-source income up to €600,000 (rather than the progressive IRPF rates that reach 47%) for a period of six years (the year of relocation plus the following five).
To qualify, an individual must: (i) not have been a Spanish tax resident in the five years prior to the move, (ii) move to Spain as a consequence of an employment contract, a directorship role in a Spanish company, or as a self-employed professional or entrepreneur (the latter two categories were added by the Ley de Startups 28/2022), and (iii) apply within six months of starting the activity in Spain.
For property buyers, the Beckham Law is relevant in two main respects. First, if you are relocating to Spain and considering a purchase, the interaction between the Beckham Law regime and Spanish property taxes (IRPF treatment of property income, capital gains) must be planned before you establish tax residency. Second, Beckham Law residents who own property outside Spain are not subject to Spanish tax on foreign-source income, which is advantageous for buyers with international asset portfolios.
The Beckham Law has also been modified in recent years and the specific conditions for entrepreneurs and digital nomads differ from the original employee-focused version.
One of the most consequential decisions for corporate and institutional buyers is whether to acquire Spanish property through a dedicated vehicle or in the buyer’s personal or direct corporate capacity. This decision has material implications for taxation, liability, AML compliance, portfolio management, and exit planning.
The Sociedad Limitada is the standard limited liability entity used in Spain for property holding. Formation is straightforward (minimum share capital: €3,000), and the structure is familiar to Spanish banks, notaries, and tax authorities.
Advantages:
Tax treatment: Rental income and capital gains generated by the SL are subject to Impuesto sobre Sociedades (IS, corporate income tax) at the standard 25% rate (different from the personal IRNR rates applicable to individual non-residents). Acquisition taxes (ITP or IVA) apply equally regardless of whether the buyer is an individual or a company; they are levied on the transaction, not the buyer’s legal form.
When corporate acquisition makes sense: Portfolio acquisitions of two or more assets, joint venture structures, institutional or fund-level acquisitions, and cases where liability isolation is commercially important.
Foreign companies (UK Ltds, Delaware LLCs, Dutch BVs, Cayman funds) can acquire Spanish property directly without a Spanish intermediate vehicle. The acquisition taxes apply as normal. Ongoing income and exit gains are taxed under IRNR.
The critical structuring question is whether the foreign entity’s activity in Spain triggers a establecimiento permanente (permanent establishment), which would replace IRNR with Spanish corporate income tax obligations. This is a fact-specific analysis requiring specialist advice before the acquisition is completed.
AML obligations for non-Spanish entities: Under Real Decreto 571/2023, all professionals handling the transaction (including the lawyer and notary) must identify the beneficiario efectivo (ultimate beneficial owner) of any corporate or non-natural-person buyer. Non-Spanish structures must provide full ownership chain documentation: shareholder registers, UBO certificates, trust deeds, or equivalent. This cannot be waived.
Institutional investors operating at scale may qualify for Spain’s SOCIMI regime, which provides a 0% corporate income tax rate on qualifying property income and gains, in exchange for compulsory distribution requirements and listing on a regulated or multilateral trading facility. For portfolio acquisitions above certain thresholds, this structure merits early analysis.
Spain’s Golden Visa programme granted residency permits to non-EU nationals who made qualifying investments in Spain, with the real estate route (minimum €500,000 investment in property) being by far the most popular track.
In April 2025, Spain formally abolished the real estate route to the Golden Visa. The decision, announced by the government in 2024, reflected the view that investor-driven property acquisition was contributing to housing affordability pressures in major cities. The legal vehicle for abolition was contained in the broader housing and investor framework; current law no longer permits new Golden Visa applications based on real estate investment.
Key implications for buyers in 2026:
Existing Golden Visa holders are not affected: Those who obtained a Golden Visa residency permit prior to abolition retain their rights and can renew under the existing framework.
Alternative residency routes exist: The Golden Visa programme continues for other investment categories, with qualifying investments in Spanish companies, public debt, and certain R&D projects still generating eligibility. The Non-Lucrative Visa (for individuals with sufficient passive income), the Digital Nomad Visa (Ley de Startups), and the standard long-stay visa for retirement purposes remain available.
Buying a property does not prevent residency through other means: The abolition of the real estate Golden Visa does not affect a buyer’s ability to purchase property and subsequently seek residency through other channels. The two are legally independent.
For buyers for whom residency was a primary motivation, the alternatives carry different requirements. For buyers primarily motivated by lifestyle, investment diversification, or a future base in Europe, the abolition has no direct impact on the transaction.
Spain has a robust anti-money laundering (AML) framework that imposes specific obligations on parties involved in property transactions. The primary regulation in force is Real Decreto 571/2023, which updated Spain’s implementation of the EU’s AML directives.
Under this framework, professionals involved in real estate transactions (including lawyers, real estate agents, and notaries) are classified as sujetos obligados (obliged subjects). They are required to conduct know-your-customer (KYC) procedures on their clients, including identity verification, beneficial ownership identification for corporate buyers, and, in higher-risk cases, enhanced due diligence.
What this means for international buyers:
For individual buyers: Expect to provide certified identification, proof of address, source of funds documentation, and (in some cases) source of wealth information. These requirements are not optional and are not a reflection of suspicion, but a legal obligation on the professional handling the transaction.
For corporate buyers or trusts: The requirements are more extensive. Spanish law requires identification of the ultimate beneficial owner (beneficiario efectivo) of any legal entity acquiring Spanish property. Non-Spanish entities (UK companies, Cayman trusts, Delaware LLCs) must be prepared to provide beneficial ownership chains that satisfy Spanish AML requirements, which can differ from what is required in the entity’s home jurisdiction.
For all buyers: Large cash payments in property transactions are prohibited. Spain strictly limits cash payments in commercial transactions over €1,000; property purchases must go through banking channels.
Failure to comply with AML requirements does not just delay transactions, and it can result in legal liability for the buyer or the professional involved.
International buyers often budget based on the purchase price alone and are surprised by the total acquisition cost. Spain has a relatively high acquisition tax burden compared to Northern European countries, and the combination of taxes and professional fees adds 10–15% to the purchase price for most residential transactions.
A summary for a standard second-hand residential purchase in Catalonia:
| Cost | Rate / Amount | Notes |
|---|---|---|
| ITP (Property Transfer Tax) | 10% of purchase price | Regional rate; Catalonia standard rate |
| Notary fees | 0.2–0.5% | Regulated fee schedule; decreases at higher values |
| Land Registry fees | 0.1–0.25% | Regulated fee schedule |
| Legal fees (lawyer) | 1–1.5% or fixed fee | Market rate; varies by complexity |
| Mortgage arrangement fee | 0.5–1% of loan | If applicable |
| Property valuation | €300–700 | Required by mortgage lender if applicable |
| NIE processing | €10–15 (official fee) + professional costs if assisted | |
| Total on-costs (approx.) | 11–14% of purchase price | On top of agreed price |
For a new-build: substitute ITP (10%) with IVA (10%) + AJD (1.5%), for a total tax burden of 11.5%, similar to the resale total.
Spain has a well-functioning property market, but certain categories of risk require specific attention from foreign buyers.
The most common issues we encounter in practice:
Undisclosed registered encumbrances: Mortgages, liens, or legal charges registered on a property that the seller has not disclosed. A proper nota simple check prior to signing any agreement is non-negotiable.
Unlicensed construction or extensions: Particularly common in rural properties or older urban buildings. An extension built without a licencia de obras is not reflected in the registered description and may create difficulties in obtaining a mortgage, reselling, or obtaining building insurance. In Catalonia, lack of a valid cédula de habitabilidad prevents the property from legally being used as a residence.
Outstanding community fees: If the previous owner owed community fees, the new owner may inherit the debt. Verify with a certificado de deudas from the community administrator before completion.
Tenant rights and pre-emption: Buying a tenanted property without understanding the tenant’s rights (including the right of first refusal and minimum lease terms under current Spanish tenancy law) can significantly affect the buyer’s plans for the property.
Signing an arras contract without due diligence: The most consistent error we see. The arras is binding; withdrawing from it means losing 10% of the purchase price. Due diligence must precede the arras, not follow it.
Undervaluing the purchase price: Declaring a purchase price below the actual consideration to reduce ITP is illegal. Spanish tax authorities apply reference values (valor de referencia catastral) introduced in 2022 and will reassess the declared value if they consider it below market rate. The consequences include back taxes and penalties.
For British nationals, Brexit altered the legal framework for buying and owning property in Spain in material ways.
Key changes in practice:
Property ownership rights are unchanged: British citizens can still purchase property in Spain freely. Ownership rights are not conditioned on EU citizenship.
NIE requirement: British buyers need an NIE like any non-EU national. The process is the same as described above.
Residency: British nationals who wish to reside in Spain for more than 90 days in any 180-day rolling period must obtain a residency permit. The Acuerdo de Retirada (Withdrawal Agreement) protects those who were already legally resident in Spain before 31 December 2020, but does not grant new residency rights. For post-2021 relocations, British nationals apply under the standard Spanish immigration frameworks: Non-Lucrative Visa, Digital Nomad Visa, or work permit routes.
Golden Visa (abolished): British nationals had used the Golden Visa route to combine property investment with residency. With the real estate route abolished in 2025, that option is no longer available. Residency must now be obtained through other channels.
Tax implications: British nationals are no longer treated as EU/EEA residents for Spanish tax purposes. This means the less favourable 24% IRNR rate (vs 19% for EU/EEA residents) applies to rental income and capital gains. The Spain-UK Double Taxation Convention remains in force and provides relief from double taxation on income and capital gains.
The United States and Spain have a Double Taxation Convention (DTC) in force (the Convention entered into force in 1990, with subsequent updates).
The DTC determines which country has taxing rights over different categories of income and gains, and provides mechanisms to avoid the same income being taxed twice. Key provisions relevant to US buyers:
Rental income: Spain generally has primary taxing rights over rental income from Spanish property. The US allows a foreign tax credit for Spanish taxes paid, preventing double taxation.
Capital gains on property: Gains from the sale of Spanish real estate are taxable in Spain. The DTC allows the US to also tax those gains (the US taxes its citizens and residents on worldwide income), but the foreign tax credit mechanism limits the combined burden.
IRNR rates: The DTC does not override the domestic 24% IRNR rate for US buyers (since the US is not EU/EEA). However, certain treaty provisions may affect the treatment of specific income streams.
FBAR and FATCA: US citizens owning foreign property should be aware of US reporting obligations. While property itself is not a financial account for FBAR purposes, rental income, Spanish bank accounts, and certain investment structures may trigger reporting requirements.
State-level taxes: US investors should also consider state-level taxation in their home state, as some US states tax worldwide income of their residents, and the state-level credit for Spanish taxes paid varies.
US buyers should coordinate with both a Spanish tax specialist and a US tax advisor to structure acquisitions efficiently.
Sandín Abogados is a boutique law firm in Barcelona specialising exclusively in real estate law. We advise corporate buyers, investment funds, family offices, real estate professionals, and institutional clients on property acquisitions, transaction structuring, AML compliance, and disputes across Spain.
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