Non-EU Investment in Spanish Hotels: Legal and Tax Due Diligence

A hotel acquisition can be an asset deal, a share deal, a real-estate investment, an operating-business acquisition or a combination of them. That perimeter determines the licences, employees, contracts, taxes and liabilities transferred. The correct starting point is a documented transaction map, not a preferred holding vehicle.

Foreign-investment screening comes first

Spain's foreign-investment rules include declaration obligations and, for transactions within the statutory screening regime, possible prior authorisation. A hotel is not automatically inside or outside screening: the investor, ownership and control, asset characteristics, location, value and any connection with protected sectors must be checked against the rules in force at signing and closing.

Choose the deal perimeter

• Share deal: the company remains owner of its assets and employer of its workforce, while historic liabilities stay inside the acquired entity.
• Asset or business transfer: selected assets and contracts may move, but licences, employees, landlord or lender consents and tax treatment require separate analysis.
• Property plus operator: the ownership and hotel-management or lease arrangements must be reviewed together.

Due-diligence workstreams

1. Title and planning: ownership, charges, cadastral and registry consistency, permitted use, works and urban-planning exposure.
2. Tourism and operating licences: category, capacity, transfers, inspections and regional or municipal conditions.
3. Operations: management, franchise, booking, supplier and event contracts; deposits and customer liabilities.
4. Employment: applicable collective agreement, workforce transfer, working time, contractors and pending disputes.
5. Tax: corporate tax, VAT and transfer tax treatment, local taxes, historic filings and the source of acquisition finance.
6. Environment and safety: installations, energy, fire, accessibility and contamination where relevant.

Structure only after the facts are known

An ordinary Spanish company, a regulated property-investment vehicle or a cross-border holding chain can produce different outcomes. No structure guarantees a zero corporate-tax rate or a treaty withholding rate. Beneficial ownership, substance, anti-abuse rules, interest limitations and distribution policy must be modelled for the actual investor and exit.

Closing protections

The purchase agreement should allocate known risks through conditions precedent, price adjustments, warranties, indemnities, insurance or escrow as appropriate. Regulatory approval and licence transfer should be explicit closing items, not post-signing assumptions.

NRRO can coordinate Spanish corporate, tax, employment and real-estate diligence for an identified transaction. Valuation, financing and technical property surveys require the relevant specialists.

Official sources

• Royal Decree 571/2023 on foreign investments.
• Spanish Corporate Income Tax Law.
• Spanish Non-Resident Income Tax Law.

Reviewed on 27 August 2026. Screening and tax results depend on the transaction and investor.