Capitalisation of a Company by its Shareholders under Portuguese Companies Code
We are often asked about the best way for the shareholders of a commercial company to capitalise their company without resorting to third-party debt (i.e.,
Financial reporting alone is no longer sufficient to evaluate a company. How a business manages its environmental impact, labour relations and commitments on ethics and regulatory compliance increasingly determines its reputation, access to financing and competitive standing. Against this backdrop, the Non-Financial Information Statement (NFIS) has evolved from a formal requirement into a strategic management tool with significant legal, reputational and financial implications.
The NFIS accompanies the annual accounts and sets out the company’s performance in areas beyond strictly economic ones: the environment, labour relations, human rights, anti-corruption and corporate governance. Its regulation in Spain derives from the transposition of European transparency and sustainability directives, primarily through Law 11/2018.
What matters is not just its mandatory nature. The NFIS is a public document consulted by investors, clients, lenders and potential partners. Ignoring it or producing it carelessly has tangible consequences.
Furthermore, the regulatory framework is undergoing rapid transformation. The CSRD (Corporate Sustainability Reporting Directive) significantly expands the scope of application and strengthens requirements on content, verification and format. Although its transposition into Spanish law is still ongoing, companies already subject to Law 11/2018 must anticipate these changes. This regulatory evolution is part of a broader trend towards corporate transparency already reflected in the Code of Good Governance and the CNMV’s current revision process.
The obligation applies to capital companies with more than 250 employees that also meet certain thresholds for total assets or net turnover over two consecutive financial years. In general terms:
The rationale behind this scope is clear: larger companies have a more significant impact on their environment and therefore bear greater responsibility in terms of transparency.
That said, many companies that do not reach these thresholds voluntarily produce this type of report, in order to strengthen their profile with investors, facilitate access to sustainable financing or meet requirements from their supply chains.
The regulations do not impose a rigid format, but they do require substantive coverage of a set of matters. Stating generic commitments is not enough: companies must describe the policies applied, the specific measures taken, the results achieved and the risks identified. Mandatory matters include:
The line between a solid NFIS and a purely formal one lies in the quality and traceability of the information. Data must be defensible before an external auditor, a sophisticated investor or, where applicable, a regulator.
Unlike the annual accounts, which are concentrated in the finance function, the NFIS requires input from multiple departments: HR, compliance, sustainability, procurement and senior management. It cannot be treated as a last-minute task delegated to a single person.
The organisational challenge is significant: it demands reliable internal data collection systems, effective cross-departmental coordination and planning that accounts for approval and publication deadlines. This is particularly relevant for companies undertaking this process for the first time or newly falling within the scope of the regulations.
Integrating a legal perspective from the outset — rather than as a final validation step — is critical to ensuring that the content is consistent with the company’s reality, complies with regulatory requirements and minimises liability risks. At Seegman, we support our clients throughout this process through our corporate governance and compliance practice.
The law requires that the report be verified by an independent third party before publication. This is not a minor requirement: it means that the data included must be properly supported and auditable.
Once approved by the governing body, the NFIS is published alongside the annual accounts, making it accessible to any interested party — investors, clients, competitors, media — with the corresponding impact on corporate image. Managing that public exposure is part of the strategic value of the process.
Failure to prepare and publish the NFIS is not a minor infraction. Beyond potential legal liability, the absence of the report or the submission of incomplete or unverifiable information may result in:
In an environment where ESG criteria carry increasing weight in investment and procurement decisions, a lack of transparency is not neutral: it carries a direct competitive cost.
Well-conceived, the NFIS is not merely a compliance obligation: it is an opportunity for the company to identify undetected risks, improve internal processes and build a coherent narrative around its business model and commitments.
Companies that approach the NFIS with a strategic perspective — rather than as a formality — gain tangible advantages: greater credibility with lenders, stronger positioning in procurement processes with demanding clients and a solid foundation for transitioning to the new CSRD framework.
The Non-Financial Information Statement reflects a profound shift in how corporate responsibility is understood. Value creation is no longer measured solely in economic terms, but also in terms of social, environmental and governance impact.
For companies, this represents both an obligation and an opportunity: to demonstrate, with verifiable data, their commitment to responsible management. Addressing the NFIS correctly requires not only technical knowledge of the regulations, but also an integrated perspective that turns this regulatory requirement into a genuine source of competitive advantage.
They are different frameworks that currently coexist during this transitional period. The NFIS is the instrument regulated by Law 11/2018 and remains mandatory for companies meeting the relevant Spanish thresholds. The CSRD (Corporate Sustainability Reporting Directive) is the new European framework that significantly expands the scope — from around 12,000 to approximately 50,000 companies in Spain — and substantially raises content requirements, following ESRS standards. The CSRD has not yet been transposed into Spanish law (Spain is subject to infringement proceedings for this reason), although the CNMV and ICAC recommend progressively aligning reports with the ESRS. Companies currently required to produce an NFIS should understand that this is the starting point, not the final destination.
Law 11/2018 does not establish a specific sanctions regime, but non-compliance is not without consequences. Omitting the NFIS may give rise to director liability for breach of corporate law duties, generate objections in the statutory audit and prevent the filing of annual accounts at the Commercial Registry. Beyond legal liability, the reputational impact carries a tangible competitive cost: exclusion from tender processes, difficulties accessing ESG-linked financing and reputational damage with demanding investors and clients.
It depends on whether the parent group’s consolidated NFIS specifically covers the Spanish subsidiary’s data. If so, the subsidiary may be exempt. However, if the group’s report does not meet Law 11/2018 requirements — which is common for US-headquartered groups, where non-financial reporting is voluntary and unstandardised — the Spanish subsidiary must produce its own full NFIS. Assuming the exemption applies without proper legal verification is a common and costly mistake.
It can, and in many cases it is advisable. Demand for ESG information from corporate clients, lenders and public authorities extends well beyond the legally mandated scope. Companies that do not reach Law 11/2018 thresholds are increasingly choosing to produce these reports in order to access public tenders, meet supply chain requirements or prepare ahead of the CSRD, which significantly expands the scope of application.
The NFIS must be approved by the governing body and filed at the Commercial Registry together with the annual accounts. For companies required to produce a consolidated NFIS, the law also requires publication on the corporate website, free of charge and easily accessible, within six months of the financial year-end and for a minimum period of five years. Publication of a summary is not sufficient and cannot legally be referred to as the NFIS.
Timelines vary by company type and have been adjusted by the EU’s Omnibus Package. In general terms: large public-interest entities with more than 500 employees are already reporting under the CSRD (first report in 2025, covering 2024 data). Large companies with more than 250 employees must submit their first report in 2028, covering 2027 data, following the deferral introduced by the Omnibus. Spain’s new transposition deadline is 19 March 2027. Given the current regulatory uncertainty, the CNMV and ICAC recommend advancing alignment with the ESRS without waiting for formal transposition.
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