IPO Regulation in Spain
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IPO regulation in Spain has always attracted increased interest from foreign investors seeking to expand their business in Europe. The opportunity to raise significant capital and gain a reputation as a serious player on the international market attracts more and more new issuers to this instrument. Equally, the national legislation of the kingdom is characterized by certain specifics related to the influence of pan-European directives and local legal norms, so a professional understanding of the legal aspects is of particular importance for the success of the placement of shares. Legal accuracy and detailed knowledge of all the nuances remain key factors for companies that choose this financing option.

This is largely due to the intricacies of the process of entering the Spanish securities market, including regulatory approval procedures, preparation of the necessary documents and compliance with strict disclosure requirements. This article will cover these aspects in as much detail as possible, from the definition of an initial public offering, consideration of the role of government bodies and ending with the specific tax preferences available to issuers. During the publication, we will pay special attention to business strategic aspects and legal details, which will allow foreign entrepreneurs to gain a holistic understanding of the legal framework and trends in

Definition of IPO and its importance for companies

An initial public offering (IPO) is a form of raising capital by selling shares to the general public on the market. When a corporation decides to enter the Spanish stock market, it effectively opens access to significant financial resources that are not available through private sources of financing. This expands the possibilities for implementing large-scale projects, and also gains additional recognition among partners and clients.

The importance of IPO for Spanish companies is not limited to obtaining capital. The very procedure of entering the public space means increased confidence in the issuer on the part of the professional community, investors and business circles around the world. Many local corporations choose IPO processes in Spain not only for the sake of financial injections, but also to increase transparency and status, which can positively affect relationships with banks, suppliers and counterparties.

From a legal perspective, this step requires full compliance with all applicable regulations. Therefore, the question of who can conduct an IPO in Spain is determined not only by the company's industry, but also by its legal form, level of corporate governance and financial indicators. For example, public limited companies (Sociedad Anónima) and some other legal forms can place shares on the Spanish stock exchange, provided that capitalization and transparency criteria are met.

It should also be taken into account that entering public auctions in the Kingdom allows strengthening positions in global markets due to international recognition. Successful placement often helps diversify sources of financing and reduce dependence on bank loans, which is strategically important for ensuring business sustainability. However, without a thorough study of all legal aspects and adequate advice from specialized experts, the risk of encountering bureaucratic barriers remains quite high.

Overview of the IPO market in Spain

The activity of placing shares in the country is associated with a whole range of legal procedures and regulatory checks. Before receiving permission to access the listing in Spain, companies undergo multi-stage checks of their reports, corporate structure and internal control system. State and market authorities pay special attention to the transparency of financial reporting and the reputation of top management, because any inaccuracy can negatively affect the reputation of the stock exchange and the investment attractiveness of the national market.

An important incentive for entering the Spanish securities market is the favorable economic trends and interest from both local and foreign investors. The constant improvement of the legal framework that regulates the stock market also contributes to strengthening the position. According to analysts, it is the wide opportunities for raising capital, along with the relative transparency of regulatory procedures, that create a favorable business climate for new issuers.

Among the significant advantages for a foreign entrepreneur, it is worth noting the advantages of going public in Spain, which include access to the single European market, a relatively high level of corporate control from local regulators and favorable tax incentives for business development. At the same time, government authorities try to maintain a balance between protecting the interests of investors and simplifying the procedure for companies wishing to list in Spain.

According to the National Securities Market Commission (CNMV), last year the total volume of capital raised through initial public offerings on the four main stock exchanges in the Kingdom exceeded 3.2 billion euros. Around 40% of all new offerings were initiated by companies with foreign capital, reflecting the persistent interest in expanding business on the European mainland. Such a significant share of foreign issuers is largely due to the attractiveness of the single economic area, which has more than 450 million consumers. For technology and innovation companies, the lenient tax regimes provide an additional incentive - in some cases, the corporate tax rate can be reduced to 20% if the annual turnover does not exceed the established limit (at the beginning of 2025, it varies around 1 million euros).

At the same time, government authorities are closely monitoring that the procedure for obtaining a listing in Spain is not burdened with excessive bureaucratic barriers. According to reports issued by the Ministry of Economy and Digital Transformation, the average time for reviewing applications for admission to stock exchange trading has been reduced by 15% in the last three years, thanks to the introduction of electronic services and the simplification of a number of formalities. This has had a positive impact on the decision of many companies, especially in the biotechnology and IT sectors, to undergo the IPO procedure in Spain and enter the public market as quickly as possible.

In terms of corporate control, over 92% of issuers that have gone public in the last two years have implemented audit and corporate governance policies that comply with the recommendations of the national code of buen gobierno. This discipline stimulates additional capital inflows, as it increases the confidence of international funds and institutional investors. As a result, Spanish stock exchanges continue to be among the priority platforms for placement, where foreign companies can gain not only access to significant financial resources, but also the status of a reliable market participant with a clear and understandable governance model.

A general overview of IPO regulation in Spain shows that state policy in this area is aimed at transparency of transactions and protection of minority shareholders' rights. At the same time, support tools are provided to growing companies seeking to expand into global markets. With a competent approach to document preparation and compliance with all regulatory requirements, the chances of a successful initial public offering increase significantly, opening the way to further growth and development.

Legislation governing IPOs in Spain

The laws and regulations governing IPOs have evolved under the influence of both national interests and the supranational law of the European Union. The fundamental document in this area is the Ley del Mercado de Valores (Securities Market Law), first adopted in 1988 and subsequently substantially amended in 2015. It sets out the basic principles of IPO legislation in Spain, including investor protection and transparency.

Between 2003 and 2010, several royal decrees were in force in the country, which further developed the initial public offering procedure. Thus, Real Decreto 1310/2005 sets out detailed requirements for the preparation of the prospectus and stipulates the rules under which a company can enter the IPO market in Spain and be listed on the stock market. This decree also establishes the powers of the supervisory authorities in monitoring the process of placing shares.

European directives have also had a significant impact on the formation of the national framework. In particular, Directive 2010/73/EU affected the disclosure of information during the public offering of securities, and MiFID II , which came into force in 2018, strengthened the requirements for the protection of retail investors and corporate transparency. Thus, control over IPOs in Spain was strengthened, and companies were obliged to provide more detailed information on risks and financial conditions.

Today, most of the changes are made with the aim of simplification and harmonization with pan-European law in mind. This creates a legal environment that is favorable for foreign companies wishing to use IPOs in Spain as a tool for access to a wide range of investors. At the same time, the growth of confidence in local exchanges is often stimulated by current amendments to laws introduced by the government in accordance with updated EU standards.

Main securities market regulators in Spain

The key supervisory institution is the National Securities Market Commission ( Comisión Nacional del Mercado de Valores , CNMV). Its functions and powers include monitoring the proper observance of securities laws and monitoring financial transactions for unfair practices. Without the approval of the CNMV, listing authorization in Spain cannot be issued , as it is the organization that verifies the accuracy of the information disclosed and the compliance of corporate structures with legal requirements. In addition, the CNMV plays a key role in granting licenses to investment companies and funds, which is a prerequisite for their activity in Spain. The organization strictly monitors compliance with regulations in the financial services sector, including asset management and collective investment schemes, ensuring the protection of investors' interests.

The CNMV pays particular attention to the transparency of operations on the securities market. To this end, the authority requires all market participants to provide complete and accurate information on financial products, their risks and potential profitability. This allows investors to make informed decisions and helps to strengthen confidence in the country's financial system.

In the event of irregularities or manipulations on the market, the CNMV has the right to apply penalties, ranging from warnings and fines to the complete withdrawal of the license and referral of cases to the courts. These measures are a deterrent to prevent financial abuses and maintain stability in the securities market.

At the same time, other public and private institutions are also involved in entering the securities market in Spain. Among them, we can highlight the Spanish Central Bank (Banco de España), which regulates general financial stability, as well as the Ministry of Economy and Digital Transformation (Ministerio de Asuntos Económicos y Transformación Digital), which forms financial policy at the state level.

For companies planning an IPO in Spain , it is important to carefully examine that each regulator has its own procedures and assessment criteria. The general requirement is transparency of operations and the accuracy of the financial statements provided. The CNMV, in particular, has the right to request additional information on the history of the formation of the authorized capital, the ownership structure and any documents that shed light on the real financial condition of the potential issuer. Such checks can delay the process of entering the stock exchange if the preparation was poor.

IPO regulators in Spain ensure the reliability of stock exchanges and protect the interests of investors, including non-residents. The importance of their activities is difficult to overestimate, because it is the transparency and predictability of the regulatory environment that stimulates the inflow of capital into the economy. For foreign entrepreneurs, this creates an opportunity not only to present their business to a new audience, but also to expand the geography of clients with minimal legal risks if the procedures are properly followed.

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Requirements for issuers when going public in Spain

Companies that decide to list their securities on the Spanish stock market must meet a number of formal criteria. First of all, the legal forms of companies admitted to an IPO include Sociedad Anónima (SA). For some sectors of the economy, other forms may be considered acceptable, but they must meet key criteria: limited liability, certain capitalization requirements and a clear ownership structure.

In order for a company to list on the Spanish stock market, it must meet a number of financial requirements that may be adjusted depending on macroeconomic conditions. At the beginning of 2025, according to preliminary data, the minimum value of shares offered for sale in an IPO must be at least 6 million euros.

However, different conditions apply to different marketplaces. If a company is seeking to list on the main market, the requirements for financial performance and business sustainability will be significantly higher. However, for entry into alternative platforms such as BME Growth (formerly known as Mercado Alternativo Bursátil), the requirements may be more flexible, making them attractive to small and medium-sized businesses and startups with high growth potential.

In addition, one of the key criteria is often the presence of profitable activity for several years before entering the stock exchange. In some cases, innovative companies or fast-growing start-ups may be provided with preferential conditions that simplify the process of entering the securities market.

Corporate governance and transparency requirements are also important. Spanish law places particular emphasis on independent board members, the separation of the chairman and chief executive officer (CEO) roles, and ethical business practices. Spanish IPO supervisors may require a potential issuer to provide evidence that the company complies with international corporate governance principles, especially if the public offering involves a significant number of shares.

Thus, the decision to go public is determined not only by the strategic goals of the business, but also by the ability of the organization to meet strict market criteria. The criteria for companies in IPO in Spain cover a wide range of issues - from the correctness of accounting reports to the presence of a transparent ownership structure.

Regulation and Disclosure Requirements for IPOs in Spain

Strict control over information transparency ensures the stability of the stock market and the protection of investors' interests. Companies planning to enter the IPO market in Spain are required to provide detailed information on their financial position, operational risks and strategic development plans. The key document is the prospectus, which must disclose all material factors that may influence the investment decision.

Once an issuer has been able to obtain a listing on the Spanish stock exchange, it is obliged to regularly publish reports on significant events in the company. This includes quarterly and annual financial reports, as well as any corporate actions that could significantly affect the share price. In addition, organizations undergo mandatory audits under Spanish law, and the results of the audit must be publicly available so that all market participants have equal access to reliable information.

During the initial public offering procedure in Spain, the potential issuer faces requirements for the volume and format of the data to be disclosed. In particular, the main financial indicators, the structure of the group, the main areas of activity and the risks associated with future development are indicated. No less important is the description of the factors affecting the reputation and competitiveness of the company. To meet the standards of national and European regulators, the requirements for detail here are quite high.

Therefore, any corporation that decides to conduct an IPO on the Spanish stock exchange must remember that information transparency is not a one-time action, but an ongoing process. In addition to periodically disclosing financial results, it is necessary to promptly notify the market of significant corporate changes. Therefore, proper organization of internal accounting and legal controls plays a key role when attempting to publicly place shares in Spain, and violation of regulatory norms can entail serious penalties and even suspension of trading.

The IPO preparation process and the listing procedure on Spanish stock exchanges

For those who have decided to begin the process of entering the Spanish securities market , a step-by-step strategy is especially important. It will allow you to minimize legal risks and increase your chances of successfully raising capital. Below is a sequential diagram that reflects the key stages of the IPO procedure in Spain , from preparation to the official listing.

Stage 1:

Preparing a strategic plan

In the first stage, the management of the organization defines the general goals and objectives of the future public offering. The current financial situation is assessed, development plans for the coming years are analyzed, and possible market behavior scenarios are considered. During this period, the company must prepare for the initial public offering in Spain by adjusting the corporate structure and formulating strategic priorities based on the realities of the national and international market.

To avoid undervaluing the shares, it is important at this stage to conduct a comprehensive assessment of the business, taking into account both financial results and intangible assets. Experienced consultants can help identify strengths and determine a fair market value, which will form the basis for setting the placement price.

Stage 2

Selecting Underwriters and Advisors

The next major step is to find external specialists who will help to conduct the initial public offering in Spain on the most favorable terms. As a rule, large investment banks or specialized companies acting as underwriters assume a certain part of the risks associated with the placement. At the same time, law firms and audit companies ensure the correctness of contracts and the reliability of financial documentation.

At this stage, it is important to form a working group, including lawyers, accountants, tax consultants and marketers. Each of them performs their own tasks aimed at a successful entry into the stock exchange. Legal aspects are especially critical: contracts are drawn up, corporate documents are agreed upon and compliance with the law is checked.

Stage 3

Preparation of the prospectus

One of the most important steps in the IPO procedure in Spain is the preparation of the prospectus. This is an official document that provides a complete picture of the company's activities to potential investors. The prospectus includes financial statements for recent years, a description of the ownership structure, a detailed risk analysis and development strategy.

The National Securities Market Commission (CNMV) and other regulators closely examine the contents of the prospectus. Inconsistencies in the information with the actual state of affairs or the discovery of serious gaps in the disclosure of risks may lead to listing refusal. Successful approval requires the provision of financial statements certified by external auditors, as well as a high-quality legal analysis confirming the legality of all aspects of the organization's activities.

Stage 4

Preparation for marketing and “road show”

Once the technical aspects are more or less settled, the company starts promoting the upcoming placement. The key tool here is the "road show". This is a series of presentations and meetings of the company's management with potential investors. At this stage, the management tries to generate interest in the shares by talking about the financial prospects and business model.

When entering the Spanish securities market, it is especially important to formulate the investment idea correctly. Foreign investors often evaluate not only the economic situation in Spain, but also the transparency of the company's corporate governance. Therefore, the ability to convey key advantages and strategic goals becomes a determining factor in forming the optimal placement price.

Stage 5

Submitting a listing application and obtaining regulatory approval

Once the prospectus is complete, the issuer submits a formal request for admission to trading on the selected exchange. At this stage, the CNMV is involved, which checks whether all legal requirements have been met. In parallel, the exchange assesses the company's readiness for public trading.

If all requirements are met, the final stage of registration begins. In this case, the regulator may require additional clarifications or make amendments to some points of the prospectus. Only after receiving all permits, the company receives the right to list in Spain and can officially trade on the relevant stock exchange.

Stage 6

Official placement of shares and start of trading

The final stage marks the fact of the placement of shares and the start of trading. The company announces the final placement price, and the shares become available for purchase on the stock exchange. During this period, it is important to ensure stable communication with investors, publish operational reports and analytical materials.

In practice, the first day of trading can significantly affect the subsequent price dynamics. Success depends not only on marketing preparation, but also on the real interest of the market in the issuer's shares. At the same time, the kingdom's regulation imposes obligations for constant disclosure of information, which forces the company to maintain a high level of transparency.

Overview of the main stock exchanges in Spain

There are several important stock exchanges in the kingdom, each with its own characteristics and advantages. For those who intend to enter the IPO market in Spain, it is important to understand the specifics of each of them. The list of the main platforms includes:

Madrid Stock Exchange ( Bolsa de Madrid )

The largest and most liquid platform, located in the capital. It is here that a large number of large Spanish and international companies are concentrated. Traditionally, it is considered the most prestigious platform, and permission to list shares on the Madrid Stock Exchange implies compliance with fairly high requirements, including strict corporate governance rules.

Barcelona Stock Exchange ( Bolsa de Barcelona )

Situated in one of the most economically developed regions of the country, this is often the first choice for companies active in the field of technology and innovation. The opportunity to list shares on the Spanish Stock Exchange in Barcelona can be attractive due to the more flexible approach to startups and mid-cap companies.

Bilbao ( Bolsa de Bilbao )

A stock exchange that has historically been linked to the financial sector and industrial companies. Although it is inferior in liquidity to the Madrid Stock Exchange, its historical links to energy and industrial groups make it interesting for companies operating in these sectors.

Valencian ( Bolsa de Valencia )

Primarily focused on regional businesses, but also offers a range of support programs for high-tech and agro-industrial enterprises. Listing here can be easier in terms of costs, which attracts companies with less significant capitalization.

Alternative markets also exist for investors: MAB (Mercado Alternativo Bursátil) and Latibex. MAB is a simplified platform for small and medium-sized enterprises, where they can more easily launch an IPO process in Spain with fewer formal barriers, but still maintain basic transparency standards. Latibex, in turn, offers a unique opportunity for Latin American companies to trade their shares on the European market using the depositary receipt system.

Thus, the diversity of stock exchanges in the country allows you to choose the best option depending on the sector of activity, the desired capitalization and strategic goals. The right choice of platform often becomes a determining factor for the successful placement of shares on the stock exchange in Spain, especially if you take into account regional characteristics and the type of potential investors that the issuer wants to appeal to.

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Financial aspects of IPO in Spain

The financial aspects of the placement of shares play an important role in assessing the feasibility of the procedure. IPO regulation in Spain in terms of tax and accounting aspects is aimed at stimulating the development of the stock market, but at the same time the legislator strives to maintain fiscal stability. Understanding tax rates and possible incentives allows a company to choose the optimal strategy for entering the market.

It should be noted that the procedure for entering the securities market in Spain also entails some mandatory expenses. Firstly, the payment for the services of underwriters and legal consultants can reach from 2 to 7% of the amount of the attracted capital, depending on the complexity of the transaction and the reputation of the attracted organizations. Secondly, state registration fees may vary, but they are usually small compared to the costs of underwriting.

In addition, when starting a public trading of shares in Spain, the obligation to pay stamp duty (Impuesto sobre Transmisiones Patrimoniales y Actos Jurídicos Documentados) may arise. In 2025, the rate of this tax in most regions ranges from 0.1 to 0.3% of the nominal value of securities when drawing up official documents. Given all these nuances, a company must analyze in detail the total financial costs in order to list on the Spanish stock exchange without negative consequences for its budget.

Risks and challenges when conducting an IPO in Spain

The Kingdom is considered one of the most attractive markets for listings within the European Union, but any public offering is not without its challenges. When a company is considering an IPO in Spain, it faces a possible lack of interest from investors if its financials are not convincing enough. In addition, instability in the global economy can affect the cost of the offering and the final price of the shares.

Another category of difficulties are legal and regulatory aspects. In order to conduct an initial public offering in Spain, the issuer must ensure transparency of all procedures, avoiding potential conflicts of interest and hidden risks related to undeclared debts or disputed assets. It is also necessary to take into account the requirements for information transparency and regular publication of financial statements, which ensures investor confidence and stability in the market. The listing procedure on the Spanish stock exchange can be suspended if the regulator finds a violation of disclosure requirements. This can lead to reputational damage that is difficult to recover.

Corporate challenges should not be forgotten either. The listing procedure in Spain requires maintaining strict standards of corporate governance and transparency, which requires restructuring internal processes. It is necessary to implement quality control systems for financial reporting, and to form special audit and risk management committees. All this requires time and additional resources.

As a result, the implementation of the entry into the stock market in Spain becomes a complex task, requiring synergy of various departments of the company. With competent risk management and the involvement of professional consultants, these difficulties become surmountable, and the result is the strengthening of the issuer's position in the European and global financial space.

Latest trends and forecasts of the IPO market in Spain

In recent years, there has been an increase in the number of companies that have decided to list their shares on the country's stock exchanges. IPO regulations in Spain are constantly being modernized, allowing companies to respond more flexibly to economic fluctuations. The trend towards simplifying procedures and reducing administrative barriers is attracting more and more international issuers. An important incentive has also been the introduction of electronic document submission services, which speeds up the approval process with the CNMV and reduces bureaucratic costs.

In addition to the classic industries, in recent years there has been a boom in technology startups and companies related to "green" energy. Investors are looking for projects with high growth potential, and the state, in turn, is creating special conditions for projects aimed at innovative development.

Experts predict that the IPO market in Spain will continue to expand, with the participation of not only large holdings, but also medium-sized enterprises looking for additional financing opportunities. Bank loans are becoming a more expensive source of capital, and investors remain interested in sectors related to digitalization, logistics and healthcare. Given these factors, companies that decide to place shares through an IPO in Spain can count on a favorable investment environment.

It is also worth noting that in the medium term, many analysts expect a gradual tightening of reporting and disclosure requirements. This will help maintain a high level of trust and protect the interests of minority shareholders. At the same time, it will be easier for large corporations to go public in Spain, as they already have the necessary accounting and control systems in place. Medium and small organizations will need more careful preparation, but the benefits of a successful IPO will compensate for this effort.

Conclusion

The prospect of entering the IPO market in Spain opens up wide opportunities for companies to raise funds and strengthen their position on the European financial scene. However, such plans require in-depth legal preparation, consideration of local regulatory specifics and awareness of global trends. Professional support at every stage helps issuers not only to avoid mistakes, but also to increase investor confidence, which is especially important in today's highly competitive business environment.

Our company is able to carry out an IPO on the Spanish stock exchange for its clients, providing comprehensive expertise in all legal and financial aspects. We offer support at the planning stage, assistance in choosing the optimal stock exchange platform and preparing the prospectus, as well as support in matters of tax planning and corporate management. This approach allows our partners to make the most of the opportunities of the Spanish market and confidently move towards achieving their strategic goals.

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