International contracts under Spanish law: a 2026 guide for cross-border business

Why cross-border contracting under Spanish law matters in 2026

Foreign businesses selling into Spain, and Spanish businesses selling abroad, routinely need contracts that bridge two or more legal systems.

The framework governing international contracts under Spanish law is well developed, EU-harmonised and predictable, and it delivers a strong balance between commercial flexibility and legal certainty.

This guide sets out how international contracts under Spanish law work in practice, from applicable law and forum selection to enforcement of foreign judgments and arbitration awards.

The choice of law question

Under the Rome I Regulation, parties to a commercial contract are free to choose the governing law.

Where no choice is expressed, the default rule points to the law of the country with which the contract is most closely connected, usually the seller’s or service provider’s residence.

Spanish courts respect express choice of law clauses in international contracts under Spanish law, subject only to the mandatory rules of Spanish public policy.

Contracts involving consumers or employees are subject to additional protective rules that override the parties’ choice where the connection to Spain is significant.

Choice of forum and enforcement of judgments

Jurisdiction across the European Union is governed by the Brussels Ia Regulation.

Judgments from EU member states benefit from automatic recognition and enforcement in Spain, with no need for a separate exequatur procedure.

Contracts involving UK counterparties now fall under the 2005 Hague Convention on Choice of Court Agreements where the clause is exclusive, and enforcement runs through a lighter but still-formal procedure.

Our detailed guide to UK Spain cross-border legal disputes and mediation covers the practical steps and timelines.

The Vienna Convention on the International Sale of Goods (CISG)

Spain is a party to the Vienna CISG, which applies by default to international sales of goods between businesses located in contracting states.

The CISG covers formation of the contract, obligations of the seller and buyer, remedies for breach and passing of risk.

Parties may opt out of the CISG in writing, and many prefer to do so where domestic law offers stronger remedies for their specific situation.

Understanding the interaction between the CISG and the Spanish Civil Code is essential when drafting sales agreements as part of international contracts under Spanish law.

Formal validity, language and signing formalities

Spanish law does not require international contracts to be signed in Spanish.

Where litigation or enforcement in Spain is anticipated, a certified Spanish translation is advisable at the signing stage.

Our note on apostille and sworn translation in Spain covers the standards recognised by Spanish courts and notaries.

Contracts requiring notarial execution should be signed before a Spanish notary or, alternatively, before a foreign notary with subsequent apostille for use in Spain.

Contracts involving foreign entities often require a Spanish counterpart with power of attorney to execute the deed on behalf of the non-resident party, as described in our guide to powers of attorney in Spain for non-residents.

Commercial agency and distribution contracts

Spanish law imposes mandatory protections for commercial agents under Law 12/1992, which implements the EU Commercial Agents Directive.

Agents may claim a goodwill indemnity at termination, typically calculated as up to one year’s average commission over the previous five years.

Distribution agreements are less heavily regulated but attract growing case-law protection, particularly on notice periods and post-termination obligations.

Franchise arrangements have their own specific framework, described in our note on franchise agreements in Spain.

Drafting these agreements as part of international contracts under Spanish law requires careful alignment with the mandatory Spanish protections.

Non-competition and confidentiality clauses

Post-contractual non-competition clauses in commercial contracts must be limited in duration, territory and scope of activity to be enforceable.

The maximum acceptable duration is typically two years, and any geographical restriction must reflect a genuine business interest.

Confidentiality clauses face fewer restrictions and can extend beyond the contract term without a specific time limit.

Careful drafting of these clauses is one of the areas where international contracts under Spanish law most often diverge from Anglo-Saxon models.

Arbitration as an alternative to litigation

Spain’s Arbitration Act 60/2003 aligns with the UNCITRAL Model Law, making Spain a genuinely modern arbitration jurisdiction.

The Madrid International Arbitration Centre (MIAC) and the Valencia Arbitration Court are widely used seats for international commercial arbitration.

Arbitration awards benefit from streamlined enforcement in more than 170 countries under the New York Convention 1958.

For many international contracts under Spanish law, an arbitration clause pointing to Madrid or Valencia offers a faster, more private and more predictable dispute resolution mechanism than litigation.

Cross-border employment and services contracts

Contracts for services rendered in Spain by foreign providers must comply with the Spanish social security regime unless a coverage certificate applies.

Our detailed note on relocating UK employees to Spain explains the interaction of employment contracts with immigration and social security.

Independent contractors serving Spanish clients from abroad should also review our guide to VAT registration in Spain for foreign businesses.

UK-Spain commercial contracts after Brexit

Since Brexit, cross-border UK-Spain contracts require careful jurisdiction and enforcement planning.

Contracts drafted before 2020 should be reviewed against the current post-Brexit framework to ensure enforcement remains straightforward.

Our note on UK Spain double taxation covers the parallel tax considerations for cross-border trading.

Common mistakes in international contracts under Spanish law

• Failing to include an express choice of law and forum clause, leaving the outcome to default Rome I rules.
• Using standard-form clauses translated from another legal system without adapting them to Spanish law.
• Overlooking mandatory Spanish rules on consumer, agent or employee protection.
• Signing before a foreign notary without apostille formalities where enforcement in Spain is anticipated.
• Assuming EU rules still cover UK-Spain contracts in the same way as before Brexit.
• Missing the requirement to register certain contracts at the Spanish Commercial Registry.

The official Spanish text of the Rome I Regulation and other applicable EU commercial law is published by the Spanish Ministry of Justice.

How Delaguía y Luzón supports international contracts

Delaguía y Luzón drafts, negotiates and litigates international contracts under Spanish law for clients across Europe, the Americas and Asia.

Our commercial team covers sale of goods, services, distribution, agency, franchising and shareholder agreements, and we regularly act as Spanish counsel alongside foreign lead lawyers.

We also handle contract audits before M&A transactions and advise on dispute resolution strategy from the drafting stage onwards.