Spanish FDI and Government-Controlled Entities

One of the particularities of the Spanish FDI regime is that most Sovereign Wealth Funds (“SWFs”) and other entities which are ultimately controlled by a foreign government, including public bodies or armed forces, are considered sensitive for the purposes of the Spanish FDI regime.  Thus, they are required to notify the Spanish authority of each and every acquisition (i) that exceeds the 10% threshold in a Spanish corporation for the first time, or (ii) that results in a change of control, for the purposes of EU merger control, over Spanish corporations or assets, independent of the activities of the target.  In practice, government control is the main ground of sensitivity actually leading to filings due to the investor.  Approximately 22 of 181 authorisation requests in 2025 were submitted on this basis. This article sets out the legal framework (Section 2 below), the practice of the authority (Section 3 below), and the levels of intervention as regards government-controlled entities (Section 4 below).

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