The First 90 Days of a Spanish Subsidiary: Finance, Tax and Employment Checklist
Your Spanish subsidiary’s first 90 days should make it ready to invoice, employ people and meet its actual filing deadlines. Start by checking what incorporation already completed, securing access to official notices, and identifying the requirements triggered by your first transactions and hires. Then test the accounting, payments and reporting through a complete cycle. The 90 days are a planning horizon, not a grace period: some actions belong before work or trading starts, and a tax deadline may arrive well before your first quarterly management review.
This checklist is for an ordinary registered Spanish limited company under the common state tax regime, with VAT operations in mainland Spain or the Balearic Islands. Foral tax regimes, the Canary Islands, Ceuta and Melilla need an adapted plan. Regulated activities, directors, posted workers and immigration cases also need separate assessment.
Which deadlines can arrive before day 30?
Start with the deed, registry entry, investment and activity dates. Add the first planned purchase, sale and employee start. Different obligations use different triggers; “one month after we opened the company” is too imprecise to run the calendar.
| Trigger | What to establish immediately | Timing or dependency |
|---|---|---|
| Registration, where the NIF remains provisional | Supply outstanding documents for the definitive tax number through Modelo 036 | Within one month of registration |
| A reportable foreign investment | Confirm the D-1A declaration and filing route with the formation team | Generally within one month of the investment; Spanish notarial formalisation determines the date for an intervened transaction |
| Start of activities, operations or withholding obligations | Confirm the appropriate census registration | Before the relevant activity, operation or obligation starts |
| First direct employee | Complete employer registration and the employee’s alta | Before the employment activity begins |
The NIF rule concerns supplying the missing documents; it is not an authority processing guarantee. AEAT’s definitive NIF procedure and census timing guidance explain those separate requirements. The employment sequence is covered below.
For a foreign parent’s equity investment, holding or reaching 10% of capital or voting rights is a key reporting trigger. Check the transaction rather than assuming all foreign investment follows identical rules. For a transaction intervened by a Spanish notary, the current D-1A procedure has the notary file and the declarant provide the completed form. Ask for confirmation of completion. Ministry investment guidance and Order ECM/57/2024, Article 12.
Also confirm the beneficial ownership information and its reporting route. The central register receives information from several registers and notarial sources; do not turn its rules into a blanket “every SL files directly within one month” instruction. Royal Decree 609/2023.
Your formation provider may already have completed part of this work. Compare the engagement and delivery file with the next operating tasks. Evolutia’s explanation of support after company formation helps frame that handover conversation.
Days 1 to 30: can the company invoice, pay and receive notices?
The first month should remove the gaps that could interrupt an actual transaction. A bank account number, a tax number and a signed deed are useful evidence, but they answer different questions. If you still need to fix the launch date itself, when a Spanish subsidiary is fully operational sets out which dependency decides it.
Make electronic access work before a notice needs a response
Spanish legal persons must interact electronically with public administrations. Where electronic notification is mandatory, an unopened notice is deemed rejected after ten calendar days have elapsed from its availability. Failure to receive the separate email alert does not invalidate notification. Law 39/2015, Articles 14, 41 and 43.
Agree who checks the relevant official channels, including DEHú and agency portals as applicable, who interprets a notice, and who can approve a response. Test access and escalation; forwarding an email address is not the whole arrangement.
Inventory the representative certificate, powers, expiry dates and authorised users. Confirm filing authority and notification authority separately. A representative may be able to file a particular form even while the company’s own certificate is being arranged; AEAT expressly provides authorised third-party routes for the definitive NIF application. AEAT Modelo 036 access guidance.
Test payments and start the books with the opening transactions
Have treasury verify the signatories, approval steps, payment limits and access needed for the first supplier and payroll payments. Agree who funds the account and by when. These are practical operating checks, not additional statutory deadlines.
Accounting should capture the capital, formation costs, purchases and parent funding from the start. The Commercial Code requires ordered accounting that tracks transactions chronologically. Waiting for the first sale leaves earlier movements to reconstruct. Commercial Code, Article 25.
If HQ keeps the books, agree the Spanish reporting requirements, chart-of-accounts mapping and access for the local tax adviser. Decide who records an invoice, who reviews its tax treatment and who resolves differences with the parent’s intercompany balance. Our guide to deciding what HQ keeps compares the ways of dividing that work.
Review the first invoice before copying the parent’s template
Give the tax adviser a real proposed transaction: the seller, customer, product or service, countries involved and date. Confirm the invoice details, VAT treatment, census position and any sector or local operating permissions before launch. Purchases and setup activity also belong in this review; first revenue is not the only relevant event.
For relevant cross-border operations, establish whether ROI registration and a NIF-IVA are required. ROI is requested through Modelo 036; VIES allows VAT-number checks. A domestic tax number alone does not establish the correct treatment of every EU transaction. AEAT’s ROI and VIES guidance.
Choose invoicing software with its Spanish requirements in view. AEAT currently states 1 January 2027 as the mandatory adaptation date for corporate income taxpayers within the invoicing-system regulation’s scope. Have the adviser and software provider confirm applicability and the implementation path; do not assume every entity or every system has identical obligations. AEAT invoicing-system FAQ.
Before the first working day: is the subsidiary ready to employ?
Bring this entire workstream forward if someone starts during the first month. Payroll preparation cannot wait for day 31 simply because it appears later in a project plan.
A first-time employer must register with the Social Security Treasury, TGSS, before commencing employment activity. The employee’s alta, registering that employment, must also precede the start of work. An existing employee Social Security number does not replace it. TGSS employer registration and employee alta guidance.
Contract reporting follows a separate rule: communicate the contract’s content to the public employment office within ten days of conclusion. That period does not extend the alta deadline. Workers’ Statute, Article 8.3.
Before approving the offer, identify the applicable convenio colectivo and review the role, classification, pay, hours and location against it. Collective agreements bind employers and workers within their scope. Workers’ Statute, Article 82.
For the workplace, establish risk assessment, preventive measures and suitable training for the job. Training is required at hiring; a payslip does not implement prevention. Law 31/1995, Articles 14, 16 and 19.
Daily working-time records must capture start and finish times and be kept for four years. Include the remuneration register and measures to prevent sexual harassment and harassment on grounds of sex in the employment setup. Workers’ Statute, Article 34.9, Royal Decree 902/2020, Article 5 and Organic Law 3/2007, Article 48.
Ask payroll for the actual employer-cost calculation, input cutoff, approval date and funding requirement. The employment-cost calculator can help frame an initial estimate; its simplified result is not confirmation of employment readiness. For the fuller terms, workplace and remote-work discussion, see hiring your first employee in Spain.
Days 31 to 60: test the first close and tax cycle
By the second month, the objective is to prove that transactions become accurate records, required returns and completed payments. If a filing falls earlier, run that process earlier.
A quarter is a calendar period, not three months from incorporation
The following are ordinary quarterly filing windows, only where the relevant return is required. Monthly filers follow a different schedule. Non-working-day adjustments and the payment method can change the practical deadline.
| Return | Ordinary quarterly filing window | What to confirm for your company |
|---|---|---|
| Modelo 303: VAT | 1–20 April, July and October; 1–30 January for Q4 | VAT activities, registration, filing frequency and applicable exceptions |
| Modelo 111: relevant employment and professional-income withholdings | First 20 days of April, July, October and January | Whether the payments create an obligation and whether reporting is monthly or quarterly |
| Other returns and annual reporting | Add the actual applicable dates | Ask which rents, EU transactions, non-resident payments or group dealings add obligations |
Sources: AEAT Modelo 303 deadlines, Modelo 111 procedure and 2026 filing-frequency guidance. Direct-debit submission windows close earlier: use the AEAT payment-method calendar when agreeing HQ’s approval cutoff.
Illustrative timing: a company that starts activity late in September and must file a quarterly Q3 VAT return has an October filing date. It does not receive three months from incorporation to prepare. Conversely, incorporation alone does not make every return in a generic checklist applicable.
No revenue does not mean there is nothing to file
A registered inactive company remains obliged to file corporate income tax for the relevant period. That does not establish a universal requirement for every dormant company to submit every VAT or withholding form. Confirm the actual activity, census position and return-specific rules. AEAT guidance on inactive companies.
Make the first close useful to the parent
Reconcile cash, customer and supplier balances, payroll, tax balances and intercompany movements. Give HQ the explanation behind an unexpected balance, alongside upcoming payments and unresolved items. If a filing is already due, distinguish preparation, submission and payment: each has its own evidence.
Resolve how parent funding and service charges are recorded before they recur. Related-party transactions must use arm’s-length values, with documentation and reporting assessed separately. Also challenge a forecast that automatically assumes the 15% new-company corporate tax rate: the new-entity treatment excludes members of an Article 42 group, regardless of residence or consolidation requirements. Corporate Income Tax Law, Articles 18 and 29.
Days 61 to 90: can HQ see what is done and what comes next?
The third month should make the process repeatable. Test whether a second person can find the latest records, explain outstanding work and keep approvals moving when the usual contact is away.
Confirm the financial year end and reserve the annual work now. The ordinary statutory sequence is accounts preparation within three months after year end, book legalisation within four months, the ordinary meeting within the first six months of the financial year, and accounts deposit within one month of approval. These are separate steps, even if one firm assists with all of them. Companies Act, Articles 164, 253 and 279 and Commercial Code, Article 27.
Have the adviser connect the remaining annual obligations to this timetable. The broader post-incorporation operating calendar covers the next planning horizon; this checklist is the shorter test of whether the machinery works.
By day 90, HQ should be able to see the latest reconciled figures, the applicable calendar, completed filings and payments, and the gaps still awaiting a decision. Separate a missing document from a confirmed missed obligation. The first calls for investigation; the second calls for a defined correction.
Your first 90 days checklist for the handover meeting
Use this as a working agenda. Add a named lead, actual due date and evidence link beside each applicable row. Suggested responsibilities below organise the work; they do not transfer the company’s statutory responsibilities.
| When to check | What must be established | Suggested lead | Evidence to ask for |
|---|---|---|---|
| Immediately | What incorporation completed and which deadlines are running | HQ and formation contact | Deed, registry details, NIF status and filing confirmations |
| Immediately | Official notices can be accessed and acted on | Company representative and local adviser | Tested access, authority, reviewer and backup |
| Before activity or relevant transaction | Census and tax treatment match the business | Tax adviser with HQ commercial lead | Current census details and transaction review |
| Before first payment | Cash and authorised payment access are available | HQ treasury | Funding confirmation and tested approval route |
| From opening transactions | Accounting ownership is agreed | Finance/bookkeeping lead | Opening entries and supporting documents |
| Before first working day | Employer and employee registrations, terms and workplace arrangements are ready | People lead and local employment specialists | Registration confirmations and reviewed employment file |
| Before each filing/payment | Inputs, approval, submission and funding align | Tax/payroll contact and HQ approver | Applicable deadline and completion evidence |
| By day 30 | Immediate gaps have a decision and next step | HQ operating lead | Confirmed readiness or a specific unresolved dependency |
| By day 60 | The first close and any due filings can be traced through | Finance and filing contacts | Reconciliations, receipts and payment records |
| By day 90 | The next cycle and annual work have owners | HQ and local adviser | Forward calendar, reporting pack and open-item list |
If trading or hiring is deferred, move only the tasks whose triggers genuinely move with it. Keep the corporate, accounting and notification work under review. If activity has already begun, use actual dates and establish whether anything needs correction before treating it as ordinary setup.
Turn your incorporation and launch dates into a First 90 Days Map
Share when the company was incorporated and registered, when trading and hiring will start, and what your formation provider delivered. Ask Evolutia for a free First 90 Days Map: a one-page timeline based on those dates, showing the next decisions to resolve.
The Map is a bounded planning conversation, not a certification that historical filings are correct. Evidence review, activation and any catch-up work need their own agreed scope. That keeps the next step proportionate to what your new subsidiary actually needs.