Law 12/2025 Catalonia: what changes for retail and large commercial establishments

Key data

Companies operating in the retail sector in Catalonia have a new regulatory framework to manage. Law 12/2025, of 29 December, amends two pillars of Catalan commercial regulation: Law 18/2017 on commerce, services and fairs, and Decree-Law 1/2009 on the organisation of commercial facilities. Although it was published in the BOE on 7 April 2026, it entered into force on 29 December 2025, meaning the changes are already enforceable.

These are not minor adjustments. The regulation touches on critical aspects for any operator in the sector: from opening conditions and licences to the territorial planning of commerce and the criteria for establishing large commercial establishments.

What does this regulation establish?

Law 12/2025 introduces amendments across two distinct regulatory blocks:

In practical terms, the regulation acts on three main axes:

• Licences and authorisations: The requirements and procedures for obtaining and maintaining commercial authorisations have been updated. Companies with existing licences must verify whether their situation remains compliant with the new framework.
• Large commercial establishments and facilities: The territorial establishment criteria have been amended, directly affecting any project to open, expand or relocate large establishments.
• Fairs and markets: Organisers of fairs and markets in Catalonia must review the regulatory conditions applicable to their activity.

Economic and operational impact

The impact of this law is not measured by a single figure, but by the operational and compliance costs it generates for each type of operator. The specific effects depend on the size and type of establishment, but there are cross-cutting consequences that affect the entire sector:

• Review of existing licences and authorisations: Companies already operating in Catalonia must audit whether their current commercial authorisations comply with the new requirements. If not, they will need to initiate adaptation or renewal processes, with the associated administrative and advisory costs.
• Opening or expansion projects: Any company that has underway or is planning a new establishment opening project, especially if it involves a large commercial establishment, will need to align its planning with the new territorial and urban planning criteria framework.
• Franchises: Franchise networks with a presence in Catalonia must review whether the contracts and conditions of their franchisees comply with the new obligations, as the regulation may introduce new requirements for this business model.
• Shopping centre operators: The reinforced territorial planning framework may condition future expansions or modifications to the commercial offering within centres.

Who is affected?

Law 12/2025 is relevant to any company that operates or wishes to operate in Catalan territory in the following areas:

• Retailers and retail companies with physical establishments in Catalonia
• Shopping centre operators and managers
• Franchise chains with a presence in Catalonia
• Developers and promoters of large commercial establishments
• Organisers of fairs and markets in Catalan territory
• Legal advisors and consultants managing commercial licences in Catalonia
• CFOs and expansion directors of retail companies with growth plans in Catalonia

Practical example

A retail chain with several establishments in Catalonia and a project to open a new large-format store in the Barcelona metropolitan area faces the following situation following Law 12/2025:

1. Its existing licences: It must review whether the commercial authorisations for its already-open establishments remain compliant with the new requirements of the amended Law 18/2017. If there are discrepancies, it will need to regularise its situation.
2. The new opening project: The large commercial establishment project must be assessed under the new establishment criteria of the amended Decree-Law 1/2009. The updated territorial and urban planning criteria may condition the viability of the chosen location or require additional documentation in the administrative procedure.
3. Timeline for action: The regulation has been in force since 29 December 2025, so any application initiated or in progress must be aligned with the new framework without delay.

What should companies do now?

1. Audit existing commercial licences and authorisations across all establishments operating in Catalonia, verifying their compliance with the new requirements of the amended Law 18/2017.
2. Review ongoing opening or expansion projects, especially those involving large commercial establishments, to ensure they comply with the new territorial establishment criteria of the amended Decree-Law 1/2009.
3. Consult with legal advisors specialised in Catalan commercial law to identify any new obligations arising from the regulation that affect the company's specific activity.
4. Review franchise agreements if operating under this model in Catalonia, to identify any potential incompatibilities with the new regulatory obligations.
5. Update internal administrative procedures related to the management of fairs, markets or commercial events organised in Catalan territory.

Official source

View the full regulation at the official source

Disclaimer: This article is for informational purposes only and does not constitute legal advice. For specific decisions, please consult a qualified professional. Source: https://www.boe.es/diario_boe/txt.php?id=BOE-A-2026-7828