Recent Developments in Spanish Commercial Law — 2025 - Quarck Abogados
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Recent Developments in Spanish Commercial Law — 2025

comercial law

04 Oct Recent Developments in Spanish Commercial Law — 2025

Key Legislative Reforms & New Obligations

  1. Whistleblower Protection & Independent Authority (AIPI / AAI)

    • Spain fully transposed the EU Whistleblower Directive (2019/1937) via Law 2/2023, which mandates that many private and public sector companies set up internal reporting channels and protec­t those who report unlawful conduct. DLA Piper GENIE+3L&E Global+3Guies Pràctiques Globals+3

    • As of 1 September 2025, the Independent Authority for Whistleblower Protection (Autoridad Independiente de Protección del Informante, AIPI / AAI) will begin functioning. Global Compliance News

    • Companies subject to the law must notify the Authority of who is in charge of their internal whistleblowing channel by 1 November 2025 if there is any change. DLA Piper GENIE+1

  2. Corporate Sustainability / Non-Financial Reporting (CSRD Transposition)

    • Spain is working (or has drafted) legislation to transpose the EU’s Corporate Sustainability Reporting Directive (CSRD, Directive EU 2022/2464). This increases what companies must disclose about environmental, social, governance (ESG) risks, and sustainability in general. Uria+2Grant Thornton España+2

    • Also there is a “Basic Law on equal representation and a balanced presence of women and men” to ensure more balanced gender representation in boards and senior management, which ties into governance reforms. Uria+1

  3. Corporate Law: Accounting Moratorium & Dissolution Grounds

    • The “accounting moratorium” introduced during COVID-19 (which allowed some flexibility for companies suffering losses, so that losses of 2020 and 2021 would not immediately lead to causes for dissolution) has been extended until end of 2026. Uria

    • Companies must watch obligations under Article 363.1.e) (Spanish Companies Law) concerning dissolution due to losses (once the moratorium expires and losses accumulate). Directors’ duties to convene general meetings if certain thresholds are reached remain relevant. Uria

  4. “Golden Visa” Regime Changes

    • The “Golden Visa” through real-estate investment (i.e. residency permit via purchasing property over €500,000) has been modified: Organic Law 1/2025 repealed Article 63 bis of Law 14/2013, which affects this pathway for new applicants from 3 April 2025 onwards. Grant Thornton España

  5. Transparency, Foreign Investment, Dispute Resolution

    • Reforms touching on corporate transparency and foreign investment regulation: new requirements, or modifications in how foreign investment is reviewed, have been part of recent updates. Grant Thornton España+1

    • The legal framework for alternative dispute resolution (ADR) has been reinforced: parties may need to engage in prior negotiation or ADR type procedures before going to court. Grant Thornton España

Implications for Companies

  • Compliance & Internal Systems: Companies (especially with >50 employees) must ensure they have proper and secure internal whistleblowing channels, confidential handling, protections for whistleblowers. Failure to do so could carry administrative sanctions or reputational risks.

  • Governance & Reporting: With CSRD transposition, ESG reporting requirements are increasingly strict. Boards and management need to ensure that reporting systems, data verification, and internal control are in place. Also, more pressure for gender diversity in leadership roles.

  • Risk Management & Directors’ Duties: Directors should be attentive to financial positions especially around losses, to avoid triggering dissolution obligations. Also, the “accounting moratorium” period gives some buffer but preparing for its end is critical.

  • Foreign Investment / Real-Estate Transactions: New-investor regimes (like Golden Visa) changing may affect investment projects in real estate. Companies and investors need to check current rules if investing for residency purposes.

  • Dispute Avoidance / ADR: With more emphasis on ADR and prior negotiations in commercial disputes, business contracts and internal policies should provide for alternative dispute resolution methods, mediation, etc., to avoid litigation burdens.

Challenges & Considerations

  • Transitional & Implementation Uncertainties: Many of these laws or drafts are in transition. Companies may face ambiguity while implementing internal systems (whistleblower channels, sustainability reporting, etc.) before clear guidance is issued.

  • Administrative Burden: Increased reporting, notifications (e.g. whistleblower officer), verification of sustainability reports, gender representation, etc., all add to the compliance cost. Smaller companies in particular may struggle.

  • Enforcement & Sanctions: As authorities like AIPI become operational, enforcement will likely increase. Companies should anticipate possible audits or oversight.

  • Competitiveness vs Regulation: Balancing regulatory compliance (which is becoming stricter) with maintaining flexibility, growth, and competitiveness—especially for SMEs.

Conclusion

2025 is a significant year for Spanish commercial law reform. The legal environment is moving towards greater transparency, sustainability, corporate responsibility, and stronger protection of whistleblowers. Companies operating in Spain (and those with cross-border ties) need to take these changes seriously: updating internal policies, governance structures, compliance systems, and ensuring that they meet both current obligations and are ready for what’s coming.

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