Main Developments of the Preliminary Draft Bill on Comprehensive Measures Regarding the Prevention of Money Laundering, Terrorist Financing and the Financing of Proliferation of Weapons of Mass Destruction

The Ministry of Economy, Trade and Business has published the Preliminary Draft Bill on comprehensive measures regarding the prevention of money laundering, terrorist financing and the financing of proliferation of weapons of mass destruction (hereinafter, the "Preliminary Draft"), which is intended to replace the current Law 10/2010, of 28 April, on the prevention of money laundering and terrorist financing (hereinafter, "Law 10/2010"). This is a piece of legislation that reforms in depth the Spanish system for the prevention of money laundering, terrorist financing and the financing of proliferation (AML/CFT/CPF). Below, we summarize its main developments, their origin, and the current stage of the legislative process.

1. Background: The new European anti-money laundering package

In May 2024, the European Union approved a new regulatory package, composed of four instruments, which replaces the previous framework and requires Spain to thoroughly review its prevention system:

• Regulation (EU) 2024/1620: creates the Anti-Money Laundering and Countering the Financing of Terrorism Authority (AMLA), with supervisory, sanctioning and regulatory powers that must be coordinated with national authorities.
• Regulation (EU) 2024/1624: establishes, directly applicable throughout the EU, the substantive due diligence, internal control and beneficial ownership obligations that obliged entities must comply with. Being a regulation, it does not require transposition: it applies directly.
• Directive (EU) 2024/1640: replaces Directive (EU) 2015/849. It governs the institutional mechanisms (supervisors, financial intelligence units, beneficial ownership registers) that each Member State must establish. Being a directive, it does require transposition through national law: this is the instrument that obliges Spain to legislate.
• Regulation (EU) 2023/1113: governs the information that must accompany transfers of funds and crypto-assets, strengthening the traceability of this type of transaction.

Given the depth of these changes, the Government has chosen not simply to reform the existing Law 10/2010, but to draft a law that systematically organizes the entire subject matter.

2. Main developments of the Preliminary Draft

New obliged entities are introduced

Among others, mixed non-financial holding companies, crowdfunding providers and intermediaries are included as obliged entities, and, as a particularly notable novelty, football agents and professional football clubs (in relation to transactions with investors, sponsors, agents or player transfers).

The scope of application to lawyers and other independent legal professionals as obliged entities is also expanded, expressly including the management of crypto-assets belonging to the client and the opening or management of crypto-asset accounts.

Foundations, associations and religious entities become subject to a joint and more proportionate regime, focused on the risk of terrorist financing. Only those with above-medium risk — according to the sectoral analysis — will be required to register donors and beneficiaries of transactions exceeding one thousand (1,000) euros.

A new national authority: ANIFI

The most significant institutional change is the creation of the National Financial Integrity Authority (ANIFI), a new independent administrative authority that will unify the functions currently exercised separately by the Executive Service of the Commission for the Prevention of Money Laundering (SEPBLAC) and the Secretariat of that Commission, acting as the financial intelligence unit and single supervisor for AML/CFT/CPF matters.

3. New obligations for obliged entities

Mandatory consultation of the Central Register of Beneficial Ownership (RCTIR): to identify the beneficial owner of any client, obliged entities must always obtain a certification or extract from the RCTIR evidencing that the consultation has been carried out. In general, in addition to authorities and obliged entities, certain Register information may be accessed by journalists, civil society organizations and other persons who demonstrate a legitimate interest.

This general access to the Register — by obliged entities and by third parties with a legitimate interest, except notaries and registrars — will be subject to a fee of two (2) euros per query, reduced to one (1) euro when access is carried out through automated machine-to-machine means.

Mandatory representative before ANIFI: all obliged entities must appoint a representative before the new authority, in order to ensure a complete registry and facilitate risk-based supervision. In addition, the role of compliance director is introduced, who must be a member of the management body, together with a compliance officer, who will be responsible for representation before ANIFI.

High ethical standards: these are required for the appointment of directors and for the hiring of employees, executives and agents, establishing a regime of ineligibility and suitability (uncancelled criminal records, final sanctions of removal or disqualification).

Declaration to the Financial Ownership File: the obligation is extended to new reporting entities — investment firms, SGIIC and Sicav, SGEIC and SCR, and crypto-asset service providers — and to new products, expressly including securities accounts and crypto-asset accounts.

Proof of lawful origin of seized means of payment: when means of payment are seized for failure to comply with the declaration obligation, their lawful origin must be evidenced. In other words, the burden of justifying the origin of the funds is shifted to the affected person, not merely formal compliance with the declaration requirement.

Given the volume of new obligations, now is the time to begin reviewing internal procedures, and it is advisable to start an internal diagnosis without delay to identify what governance and procedural changes the Preliminary Draft requires in each organization.

4. Restrictions on obliged entities

It is expressly established that persons convicted of money laundering or predicate offenses may not professionally engage in certain activities nor act as directors, administrators or beneficial owners of obliged entities, granting ANIFI and prudential supervisors control powers in this regard.

The same prohibition extends, with certain nuances, to foundations, associations and religious entities, whose governing bodies, executives or treasurers may not have been convicted of certain property, socioeconomic, tax-related or terrorist financing offenses.

The list of offenses that bar a person from being a beneficial owner, executive, treasurer or member of the governing bodies of these entities is expanded (it now includes offenses against property, against the socioeconomic order, against the Public Treasury and Social Security, against Public Administration, forgery and terrorist financing, requiring a certificate of criminal record).

5. A stricter sanctioning regime

Very serious infringements may be sanctioned with fines ranging from one hundred fifty thousand (150,000) euros up to the highest of the following amounts:

• 15% of the obliged entity's annual turnover;
• three times the economic value of the transaction;
• five times the profit obtained; or
• fifteen (15) million euros.

Changes to the governance structure may be required, or the authorization to operate may even be revoked.

Individuals responsible — directors and executives — may be fined individually up to fifteen (15) million euros and disqualified for up to 5 years.

Apart from the sanctions themselves, ANIFI may impose corrective administrative measures (for example, requiring the strengthening of internal policies or the adoption of measures to reduce risk) and, if these are not complied with within the deadline, daily coercive fines of up to 3% of average daily turnover (2% in the case of individuals), for a maximum duration of 6 months, extendable for a further 6 months.

With fines that can reach fifteen (15) million euros and that can personally affect directors and executives, it is advisable to review the internal liability framework and existing control mechanisms now, before the new sanctioning regime becomes applicable.

6. What stage of approval is it at and when will it enter into force?

The text is still at the initial stage of the administrative process: it is a Preliminary Draft Bill submitted for public consultation and hearing. Before becoming a Bill and being submitted to the Cortes Generales for parliamentary proceedings, it must obtain the mandatory reports from the Ministry's Technical General Secretariat, the Bank of Spain and other affected bodies, as well as the opinion of the Council of State. It is, therefore, a living text that will foreseeably undergo changes before its final approval by the Cortes.

In general, the future law will enter into force on 10 July 2027, coinciding with the maximum deadline set by Directive (EU) 2024/1640 for its transposition. However, certain exceptions are envisaged:

The following will enter into force the day after their publication in the Official State Gazette (BOE):

• The title relating to beneficial ownership;
• Certain sections of the sanctioning regime linked to beneficial ownership;
• The classification of credit institutions and financial entities as obliged entities.

The inclusion as obliged entities of mixed non-financial holding companies and football agents is delayed until 10 July 2029. This exception does not apply to professional football clubs, which will be subject to the law from its general entry into force on 10 July 2027.

In light of this timeline, we recommend reviewing as soon as possible the adequacy of your money laundering prevention policies, procedures and systems, paying particular attention to classification as an obliged entity, the appointment of a representative before ANIFI, suitability procedures and beneficial ownership identification.

At RocaJunyent we will continue to closely monitor the progress of the Preliminary Draft and remain available to analyze its specific impact and to support you in your adaptation to it.

The Institute of Accounting and Auditing (hereinafter, the "ICAC") published its Official Gazette No. 146 on 21 July 2026. In it, Query No. 3 addresses the obligation to publish the report regulated under the eleventh additional provision of Law 22/2015, of 20 July, on the Auditing of Accounts (hereinafter, "AP 11 LAC") concerning corporate income tax or taxes of an identical or similar nature (hereinafter, "CbCR").

The obligation to prepare, publish, file and make the CbCR accessible originates from Directive (EU) 2021/2101 of the European Parliament and of the Council, of 24 November 2021, amending Directive 2013/34/EU as regards disclosure of income tax information by certain undertakings and branches. This Directive was transposed into Spanish law through AP 11 LAC, introduced by Law 28/2022, of 21 December, on the promotion of the start-up ecosystem.

The purpose of this regulation is to strengthen the tax transparency of large multinational groups by requiring them to make public, broken down by jurisdiction, information relating to their profits, corporate income tax accrued and paid, and other indicators of their economic activity.

As a general rule, the obligation to prepare and publish the CbCR falls on the ultimate parent companies of a group whose consolidated turnover has exceeded a total of EUR 750,000,000 in each of the last two consecutive financial years, as well as on companies that, without forming part of a group, individually exceed that same turnover threshold.

Where the ultimate parent company of the group is not subject to the law of a European Union (hereinafter, the "EU") Member State, the obligation shifts, under certain conditions, to the EU-based subsidiaries that form part of that group, as well as, where applicable, to branches opened in EU territory by the foreign undertaking.

However, the legal regime provides for a simplification mechanism to prevent the obligation from multiplying unnecessarily: when several Spanish subsidiaries or branches of the same group exist, or when these are spread across different EU Member States, the group may designate a single entity to centralise compliance with the publication obligation on behalf of all of them. It is on the operation of this designation mechanism, in both scenarios, that the query rules.

First question: several Spanish subsidiaries or branches of the same foreign parent company

Where several Spanish subsidiaries or branches of the same ultimate parent company or foreign undertaking not subject to the law of a Member State exist, the question raised was whether the obligation to publish the CbCR falls on each and every one of them or, conversely, whether it is sufficient for a single one, designated by the group or the foreign undertaking, to publish it, provided that the published information covers all of the subsidiaries or branches based in Spain.

The ICAC starts from the premise that the purpose of the rule is to ensure the publicity and accessibility of the group's or undertaking's information, and not to multiply identical publications without additional informational value.

Therefore, when several Spanish subsidiary companies of the same ultimate parent company not subject to the law of a Member State exist, or several branches established in Spain by the same undertaking not subject to the law of a Member State exist, the CbCR publication obligation should not necessarily be interpreted as requiring an independent, complete and separate publication by each of those subsidiaries or branches, provided that the published report covers all of the information required in respect of the group or undertaking and is accessible on the terms legally provided.

Consequently, the obligation may be fulfilled through a single publication made by one of the affected Spanish entities, designated by the group or by the foreign undertaking, provided that such publication includes the information required by the rule and the remaining entities clearly identify the entity that fulfils the obligation and the place where the report can be consulted.

Finally, the ICAC adds that it is reasonable for the entity to include a statement indicating this fact, together with other details that facilitate locating the information, in the documentation to be filed with the Commercial Registry.

Second question: mismatch of deadlines and designation of a subsidiary in another EU Member State

The CbCR must be prepared, published, filed and made accessible within a maximum period of six months from the closing date of the financial year to which it relates, as provided under AP 11 LAC. However, Directive (EU) 2021/2101 of the European Parliament and of the Council, of 24 November 2021, of which AP 11 LAC constitutes the transposition into Spanish law, establishes a longer period: twelve months from the closing date of the financial year.

This mismatch of deadlines raised a relevant practical question: when the ultimate parent of a multinational group is not subject to the law of an EU Member State and designates a subsidiary based in an EU Member State other than Spain to assume publication of the CbCR on behalf of the group, would the Spanish subsidiary breach its obligation if that designated entity, subject to a twelve-month period under its national legislation, had still not published the report once the six months imposed by the Spanish rule had elapsed?

The ICAC states that, when the various subsidiaries or branches of the same group not subject to the law of an EU Member State are based in different EU jurisdictions and there is no intermediate European parent company on which the Spanish companies depend, it must be accepted that the ultimate parent or the foreign undertaking may designate one of the EU-based subsidiaries or branches to comply with the publication, accessibility and filing obligation in respect of the report on behalf of the group.

In such a case, the Spanish subsidiary or branch would not need to separately publish, make accessible and file the report together with its annual accounts in Spain, provided that: the designation agreement expressly identifies the designated European entity and the place where the report can be consulted; the report published or filed by that entity covers the information corresponding to the group or undertaking and makes it possible to understand that it extends to the Spanish subsidiaries or branches included within its scope; and publication or filing by the designated entity is carried out in accordance with the deadline and other requirements established by the national legislation applicable to it.

Regarding this last condition, the ICAC expressly concludes that the relevant deadline for the publication or filing carried out by the designated entity will be the one provided under the legislation of that entity's Member State, and the Spanish subsidiary or branch need not bring forward a filing of its own in Spain merely because its annual accounts are filed earlier with the Spanish Commercial Registry.

This solution is consistent with the purpose of the Directive and its domestic transposition, avoids a multiplicity of national filings of the same report, preserves the publicity and accessibility of the information, and allows the group to arrange centralised European compliance where there is no common European parent company for the Spanish companies.

Law 11/2026 on fiscal, financial, administrative and public sector measures introduces a wide range of changes in Catalonia in the areas of taxation, public finance, administration and the public sector. Among the main tax measures, we highlight, in relation to the Property Transfer Tax (ITP), the amendment to the definition of a "major holder". There is also a change to how the 20 per cent tax liability is to be settled when acquiring an entire residential property in instalments.

As regards Inheritance and Gift Tax (ISD), we highlight the repeal of the provision that allowed "inter vivos" reductions to be applied to gifts made upon death with immediate delivery and a resolutory condition of revocation or the prior death of the donee. From now on, the reductions corresponding to acquisitions mortis causa must be applied.

We also note the introduction of new personal income tax (IRPF) deductions for people affected by thalidomide, owners of forest land and, under certain conditions, taxpayers with family members diagnosed with coeliac disease.

The Act amends the tax incentives relating to the forestry sector through new reliefs under Stamp Duty on Legal Documents (AJD). Furthermore, it increases the maximum amount of the surcharge on the tourist accommodation tax and incorporates social and environmental measures into the water levy, notably the regulation of the so-called "minimum vital" water allowance and new exemptions for certain forestry operations.

These amendments came into force, as a general rule, on 14 July 2026.

Regulation (EU) 2024/1689 on Artificial Intelligence (AI Act) establishes a binding legal framework applicable to the entire AI value chain (providers, deployers, importers and distributors), going beyond the strictly technological sphere and affecting any organisation that uses such systems. Its application is phased: since February 2025, the absolute prohibitions under Article 5 have been in force (such as the use of AI to infer emotions in the workplace or the biometric categorisation of sensitive data); in August 2025, the obligations for general-purpose models come into effect; and in August 2026, the requirements for high-risk systems will become fully enforceable, a category that includes labour management tools (recruitment, evaluation, promotion, supervision or termination of employment). These obligations entail, among others, comprehensive risk management, data governance, traceability, conformity assessment, enhanced transparency and effective human oversight, requiring companies to immediately begin their compliance strategies, particularly by identifying and internally classifying the AI systems they use.

However, compliance with the AI Act does not exhaust legal requirements, as in the Spanish legal system there are additional obligations in the fields of labour law and data protection (Workers’ Statute, LOPDGDD, GDPR, equality and prevention regulations), which are cumulative and may give rise to liability even in systems not classified as high risk. Particular emphasis should be placed on the obligation of algorithmic transparency towards workers’ legal representatives (Article 64.4(d) of the Workers’ Statute), the limits on employer digital monitoring and the right to privacy (Articles 87 et seq. of the LOPDGDD), as well as the need to carry out impact assessments and avoid discriminatory bias. Case law has reinforced these requirements, declaring monitoring policies adopted without trade union involvement to be void. In this context, companies must take immediate measures: inventory AI systems, verify prohibitions and risks, inform workers’ representatives, ensure genuine human oversight, review contracts with suppliers, audit digital monitoring policies, train staff and adopt internal AI use policies. An integrated approach is essential to avoid legal risks and ensure effective compliance.

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The Parliament of Catalonia has approved Decree Law 5/2026, which allows the extension beyond 2028 of the duration of interurban road transport concessions. This measure mainly responds to the crisis of the railway system, which has led to an increase in bus transport users, and to the need to provide a more sustainable and efficient service without waiting for the current contracts to expire. Since the Generalitat cannot provide financial compensation or launch new tenders, it has opted for an exceptional, temporary and case-by-case extension of the concessions.

In exchange for this extension, concessionaire companies must submit plans for the decarbonisation of their fleets and the improvement of user information systems, including investments, timelines and financing mechanisms. If these plans are approved, the concession may be extended for up to a maximum of six years as a compensatory measure. If the plans are not submitted or are not complied with, new tendering processes will be initiated at the end of the contracts, or the duration of the concession may be reduced or even terminated.

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On April 29, 2026, the Government of Catalonia published in the Official Gazette the notice issued by the Catalan Institute for Energy, submitting for public consultation the Draft Decree approving the Territorial Sectoral Plan for electricity generation, wind, and photovoltaic energy (PLATER), together with its Strategic Environmental Assessment. This instrument has a dual dimension: on the one hand, as a sectoral territorial planning tool aimed at distributing renewable energy projects across Catalonia in a balanced manner; and on the other, as a regulatory development of certain aspects of Decree-Law 16/2019 on energy transition. From a legal standpoint, the PLATER is binding on urban planning instruments, which must be consistent with its provisions, and it applies throughout the entire territory of Catalonia. Its main objectives include ensuring the orderly and sustainable deployment of renewable infrastructure, addressing territorial specificities, and facilitating the streamlining of related administrative procedures.

Within this framework, the PLATER establishes a detailed zoning of the territory by distinguishing between buildings, artificialized areas, and non-artificialized areas, the latter being further classified into suitable and unsuitable zones according to various regulatory, environmental, and local criteria. It also sets territorial priority levels for the implementation of energy projects and defines municipal targets for production and capacity in solar photovoltaic and wind energy, in accordance with principles of territorial solidarity. The plan further incorporates administrative simplification measures, declaring certain authorization procedures as urgent, particularly in priority areas or for projects promoted by public entities or energy communities. Finally, monitoring and evaluation mechanisms are предусмотрed, to be carried out by the Catalan Institute for Energy, including the publication of data on open platforms. The draft is subject to a three-month public consultation period, open until July 29, 2026, with the aim of gathering comments.

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The European Securities and Markets Authority (ESMA) issued on 7 May 2026 a second statement aimed at providing guidance to issuers and other participants in the European Union capital markets on the application of certain amendments introduced by the regulatory package known as the Listing Act. This statement takes into account the expected delay in the entry into force of the European Commission’s Delegated Act, adopted on 7 May 2026, which introduces changes to Delegated Regulation (EU) 2019/980, supplementing Regulation (EU) 2017/1129 on prospectuses. Although the new Level 1 rules stemming from the Listing Act will be fully applicable from 5 June 2026, ESMA recognises the need to facilitate a transitional period in light of the absence of formal entry into force of the Delegated Act.

In this context, ESMA recommends, on a non-binding basis, that from 5 June 2026 market participants use the provisions of the Delegated Act, which is not yet in force, as a reference for the preparation of prospectuses, in order to comply with the new requirements under the Prospectus Regulation. The amendments mainly focus on the standardisation of the format and sequence of the prospectus, the simplification of its content and of the review and approval process, as well as the introduction of a new EU IPO prospectus and specific ESG disclosure requirements, including those applicable to sustainability-linked bonds. In addition, additional scrutiny criteria are removed in order to enhance supervisory convergence, and a new maximum time limit for the approval of prospectuses is introduced, with specific provisions for SMEs. This guidance aims to provide legal certainty to the market until the Delegated Act formally enters into force.

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Law 1/2026 of 8 April, published in the Official State Gazette (BOE) on 9 April 2026 and in force from the following day, addresses the need to update and strengthen the regulatory framework for the social economy in Spain. To this end, the legislation amends three key pieces of legislation: Law 9/2017 of 8 November on Public Sector Contracts (LCSP), Law 44/2007 of 13 December on the regulation of social integration enterprises, and Law 5/2011 of 29 March on the Social Economy.

Its main objective is to strengthen the integration of social criteria into public procurement, promoting the role of special employment centres of social initiative and integration enterprises as instruments for labour inclusion. To this end, it introduces significant changes in three areas: the increase in the minimum percentage of contracts subject to mandatory reservation, the obligation to include award criteria and special performance conditions linked to integration pathways, and the promotion of social clauses in public procurement in general. Below, we analyse each of these amendments in detail.

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The Central Economic-Administrative Court (TEAC) has introduced a significant change in the field of transfer pricing, extending the concept of related parties to include individual shareholders with indirect shareholdings of 25% or more. This new criterion represents a departure from the previous administrative interpretation and has a direct impact on transfer pricing documentation, Form 232, and the tax treatment of transactions across different taxes.

In this tax alert, we analyse the scope of the TEAC resolution, its practical consequences for companies and family-owned groups, as well as the key recommendations for reviewing transactions, tax filings, and tax risks under this new framework within Spanish transfer pricing regulations.

You can download the full tax alert in the module on the right.