The U.S. wine market has experienced remarkable growth over the past decade, creating a lucrative opportunity to import high-quality wines, such as those produced in Spain. So acquiring a Spanish winery and exporting its wines to the US has become a profitable investment, but it involves following a series of legal and administrative steps both in Spain and the United States.

Below is a brief and practical guide to understanding this process.

Process for the Purchase of a Winery in Spain

There is no special procedure for the acquisition of a winery in Spain, but a common procedure for all business and real estate acquisitions.

1. Obtaining a Foreign Identification Number (NIE)

To conduct any real estate transaction in Spain, you will need a Foreign Identification Number (NIE). This number is essential and must be requested at a Spanish police station or through the Spanish consulate in the US.

You will need the NIE before starting any conversation on the purchasing matter to be seriously considered.

2. Signing a Deposit Agreement (Contrato de Arras)

In Spain “Contrato de Arras”, which is a sort of Deposit Agreement, is a preliminary contract that secures the purchase but also makes it conditional upon fulfillment of specific events.

Since the “Contrato de Arras” does not oblige any of the parties to finally execute the sale and purchase contract, it is usual to sign “Arras Penitenciarias”, which is nothing more than a penalty so that the party that has decided not to go ahead with the sale and purchase for reasons not foreseen in the deposit contract loses that deposit and shall also have to pay an extra amount.

This will be your first step with the seller once you have chosen they winery you want.

3. Understanding what are you about to pruchase (Due Diligence)

Before finalizing the purcharse, but after the deposit agreement, it is crucial to conduct thorough due diligence.

• Legal Verifications: Does the winery comply with local regulations, does the winery have all the necessary permits to produce, bottle and sell wine, and can the seller transfer the winery’s permits to the new buyer? Buying a winery only to be faced with regulatory compliance and permit applications will certainly delay your business goals.
• Origin Certification (DO) compliance: European wine market is a well-established market that mingles with the European culture and is therefore specifically protected and regulated. DO certifications increase value of wine, but alse are required to print certain wine and grape information on the label. Verifying that the winery has the necessary DO certifications is mandatory to avoid future legal and regulatory complications, and to guarantee the added value of your future Spanish wine.
• Winery’s Tax Situation: In order to correctly appraise the value of the winery, as well as to prevent future problems with the Spanish Tax Administration, it is important to know its taxation and tax compliance status.

4. Closing the Purchase

The closing of the purchase involves several important steps that are carried out together:

• Signing the Public Deed: This step is conducted before a notary in Spain. The public deed is the legal document that transfers ownership of the winery from the seller to the buyer. During this act, the identities of the parties are verified, the terms of the sale are read, and the document is signed by both parties.
• Payment of Taxes and Fees: Once the deed is signed, various taxes and fees must be paid. The main tax is the Transfer Tax (Impuesto sobre Transmisiones Patrimoniales, ITP) or VAT, depending on the nature of the transaction. Notarial and registration fees must also be paid.
• Registration in the Property Registry: Finally, the signed deed must be registered in the Property Registry to make the purchase effective and public. This ensures the protection of the buyer’s property rights against third parties.

Becoming a Wine Importer in the US

Once you have sucesfully bought a Spanish winery you will be able to import your own wine and therefore avoid usual difficulties and expenses related with third party exporters. We already have an article dedicated to becoming a US wine importer that details how to do it. We encourage you to read it here. But we’ll give you a brief summary now.

Compatibility between Importer and Exporter

There is no legal issue with the same entity, whether an individual or an LLC, acting as both importer and exporter of wine. In fact, this dual role can simplify the process and reduce operational costs. However, it is crucial to comply with all regulations in both Spain and the United States and to maintain clear and up-to-date records of all operations.

A: Becoming a Wine Exporter from Spain

1. Registering with the FDA

The exporting winery must register with the FDA as a food facility. Once registered, the winery will receive an FDA registration number.

2. Compliance with Good Manufacturing Practices (GMP)

Ensure that the winery complies with Good Manufacturing Practices (GMP) as per FDA regulations.

3. Obtaining Health and Origin Certificates

Obtain the necessary certificates to validate the quality and safety of the wine for export to the U.S.

B: Becoming a Wine Importer in the US

1. Obtaining an Import License

To import wine into the United States, you need a basic import license from the Alcohol and Tobacco Tax and Trade Bureau (TTB).

2. Registering with the FDA

The importing company must be registered with the Food and Drug Administration (FDA) and comply with the prior notice requirements for food imports.

3. Compliance with Labeling Regulations

Ensure that the wine labels comply with TTB and FDA regulations, including information on alcohol content, origin, ingredients, and health warnings.

4. Payment of Duties and Taxes

Calculating and paying import duties and other applicable taxes is the final step in the import process. This ensures that the wine can be legally marketed in the United States.

5. Compliance with State Regulations

Comply with the specific regulations of each U.S. state where the wine will be distributed. Regulations can vary significantly between states, so it is important to be well-informed and prepared.

6. Hiring Third-Party Services

During the import process, it will be necessary to hire third-party services, such as transportation of the goods. It is advisable to legally review these contracts to ensure they comply with all regulations and adequately protect the importer’s interests.

Contact us to explore your options and begin your expansion into the U.S. market today.