Your Spanish company exists. Here is what already started.

The clocks that started when you registered

Three of these are one month long, and all three are commonly missed because nobody is told they exist.

The definitive NIF. If the AEAT issued a provisional tax number because the full documentation was not ready, you must supply what is outstanding and obtain the definitive NIF within one month of registration at the Registro Mercantil. This is done through Modelo 036, which is now the single census form since Modelo 037 was abolished. A forgotten provisional NIF is one of the most common oversights we see on takeover, and it can end in revocation of the number and a frozen bank account.

The foreign investment declaration, Form D-1A. A non-resident investor acquiring shares in an unlisted Spanish company declares the investment to the Registro de Inversiones Exteriores using Form D-1A within one month of the investment, under Royal Decree 571/2023. This is your parent company’s obligation, not the Spanish company’s, which is exactly why it gets missed: the parent has no Spanish adviser and assumes the Spanish company handles everything.

Beneficial ownership. Under Royal Decree 609/2023, in force since 19 September 2023, the directors must make an initial declaration of beneficial ownership within one month of registration, identifying any individual holding or controlling more than 25% of capital or voting rights. It is confirmed annually alongside the accounts deposit, and any change is communicated within ten days. Failure closes your registry sheet and is a serious infringement under Ley 10/2010.

Alongside those, three things need to exist before anything else works: the company’s digital certificate (certificado de representante de persona jurídica), without which you cannot file anything, legalise books or deposit accounts; ROI/VIES registration if you will trade with EU businesses, requested through box 130 of Modelo 036; and registration as an employer with the TGSS if you are hiring. The order to put these in place around your first invoice or hire is set out in taking a new Spanish company from incorporation to operational.

If you have not yet incorporated, or you are checking how long the earlier stages take, that is covered separately in how long it really takes to set up a company in Spain.

The mailbox that is already delivering to you

This is the most expensive thing on the page, so it goes near the top.

Under Article 14.2 of Ley 39/2015, legal persons are obliged to deal with the Spanish administration electronically, and Royal Decree 1363/2010 specifically brings S.A.s and S.L.s into mandatory electronic notification. Everything the AEAT sends you arrives in the Dirección Electrónica Habilitada Única, the DEHú.

Then Article 43.2 of the same law does the damage. Where electronic notification is mandatory, a notice is deemed rejected, and legally served, ten calendar days after it is made available — weekends and public holidays included — whether or not anyone accessed it. The procedure then carries on without you. Payment periods, appeal windows and sanction clocks all run from that date.

This is how a foreign-owned company discovers a tax assessment for the first time when it is already in enforcement, with a surcharge attached and an appeal deadline long gone. An email alert can be configured, and its failure to arrive does not invalidate service. You can reserve up to 30 días de cortesía a year, requested seven days in advance, during which nothing is deposited.

Two practical rules. Give the mailbox a named owner, a person rather than a mailbox, from week one. And treat the ten-day clock as the deadline, never the email alert.

If you would rather not own this at all, it is the core of what an apoderamiento and administrative custody arrangement does: we hold the power of attorney before the AEAT, keep the certificate current and watch the mailbox daily. It is the single service we would tell a newly incorporated foreign subsidiary to buy first.

Your filing calendar, on one page

For a company with a 31 December year end. Direct debit windows close a few days before the filing deadline, usually around the 15th.

Newly created companies are generally not required to make corporate tax instalment payments in their first period, which is worth knowing before someone files a 202 that was not due.

The year-end sequence nobody explains

Spanish company law runs a four-step annual sequence, each step with its own statutory deadline, and each one gating the next. For a calendar year end:

1. Formulate the accounts within three months, by 31 March (Art. 253 LSC).
2. Legalise the books within four months, by 30 April (Art. 27 Código de Comercio). This is telematic only and covers the Libro Diario, the Libro de Inventarios y Cuentas Anuales, the Libro de Actas and the Libro Registro de Socios, plus the register of contracts with the sole shareholder if you have one.
3. Approve the accounts at the ordinary general meeting within six months, by 30 June (Art. 164 LSC).
4. Deposit them at the Registro Mercantil within one month of approval, in practice by around 30 July (Art. 279 LSC).

What happens if you skip the deposit

This is the consequence that surprises people, and it is worth understanding before it applies to you rather than after.

One year after the year end without a deposit, the registrar provisionally closes the company’s registry sheet, the cierre registral, under Article 282 LSC. What that means in practice is that the registry will no longer accept most new filings. You cannot change your share capital. You cannot amend the articles. You cannot appoint a new director. Cessation and dissolution can still be registered, which tells you what the mechanism is for.

Fines run from €1,200 to €60,000, rising to €300,000 where the company or group has turnover above €6m (Art. 283 LSC). And reopening a closed sheet generally requires depositing the accounts for the three previous years, not just the missing one.

The reason to know this now is timing. The moment people discover a cierre registral is almost always the moment they need the registry: a funding round, a change of administrator, a group reorganisation, a sale. Discovering it then costs weeks you do not have.

Audit thresholds. A company must have its accounts audited once it exceeds two of these three limits for two consecutive years: total assets of €2,850,000, net turnover of €5,700,000, and 50 average employees (Art. 263 LSC). A government bill to raise those limits by roughly 25% has been in parliamentary tracking through 2025 and 2026 but has not been published in the BOE, so the current figures stand. We flag it because it is the kind of change that moves without announcement.

The 15% rate your subsidiary probably does not get

Almost every foreign parent we speak to has been told, by someone, that a new Spanish company pays 15% corporate tax. Most foreign subsidiaries do not qualify.

The rates applying for 2026 are, broadly: a general rate of 25%; 23% for entidades de reducida dimensión with turnover under €10m; a progressive scale for micro-companies under €1m of turnover, at 19% on the first €50,000 of taxable base and 21% on the rest; and 15% for newly created companies carrying on an economic activity, in the first period with a positive base and the one after (Art. 29 LIS). Certified startups under Ley 28/2022 get 15% for the first positive year and the three following.

The conditions on the 15% rate are where the subsidiary falls out. The company must not form part of a group within the meaning of Article 42 of the Código de Comercio, and the activity must not have been previously carried on by related parties. A wholly-owned subsidiary of a foreign parent is, by definition, part of a group.

So model 23% or 25%, get the position confirmed in writing before your first Modelo 200, and if someone has already budgeted at 15%, correct the forecast now rather than in July. These rates are also mid-way through a staggered reduction under Ley 7/2024, which phases across 2025 to 2027, so confirm the exact rate for your specific year and turnover band rather than carrying a figure forward.

Modelo 232, the return foreign-owned subsidiaries forget

If your Spanish company transacts with its parent, and it almost certainly does, you have related-party obligations from year one.

Modelo 232 reports related-party and tax-haven operations and is filed in the month following ten months after the year end, so 1 to 30 November for a calendar year. The general reporting threshold is €250,000 per related party, with a €100,000 threshold for certain specific operations.

Documentation scales with the size of the group: master and local file for groups at €45m or above, country-by-country reporting at €750m, simplified documentation below that. Small does not mean exempt.

Two things make this worth attention rather than a diary entry. The AEAT’s control plan for 2026 keeps transfer pricing among its top priorities and applies AI risk-scoring to subsidiary margins, which means a subsidiary reporting a thin or erratic margin against its sector is now flagged by a system rather than by an inspector’s hunch. And the filings on both sides have to agree: a discrepancy between what you report and what the parent’s side shows is a cross-check that generates a request.

The penalties for the return itself are formal ones, €20 or €200 per datum up to €20,000 under Article 198 LGT. The exposure that matters is the adjustment underneath it.

Paying money back to the parent

Get this wrong and you lose 19% of a dividend for eighteen months.

The domestic non-resident withholding rate on dividends is 19%. Treaty relief reduces it, but only if the paperwork is in place. Under the Spain–UK treaty the dividend rate falls to 10% or 15% depending on the holding; under the Spain–US treaty it is capped at 15% for portfolio investors and lower for qualifying holdings. British parents should note that since Brexit they no longer have the EU Parent-Subsidiary Directive exemption they may remember, so a structure that once paid nothing now pays something.

The operative rule is this: treaty relief requires a valid certificate of tax residence, specifically referencing the treaty, on file before the payment is made. Without it the payer must apply the domestic rate, and the recipient reclaims through Modelo 210, which is a twelve to twenty-four month process. Non-resident withholding is reported on Modelo 216 and 296.

Put a trigger in your own process: any planned distribution, interest payment or royalty to the parent starts a withholding review thirty days ahead. That single rule prevents the most expensive avoidable cost in this guide.

Two related points. Intercompany agreements must be at arm’s length, documented, and consistent with what both sides report. And a subsidiary is generally not a permanent establishment of its parent, but a dependent agent who habitually concludes contracts in the parent’s name can create one, which is covered in permanent establishment risk.

If you are hiring

The sequence matters more than the paperwork.

Register as an employer with the TGSS and obtain a código de cuenta de cotización, one per province, before activity starts. Then register each employee before their start date, up to 60 days in advance, and never afterwards. A late registration is a serious infringement with per-worker fines plus back contributions and surcharges, and it is a completely avoidable one.

Employer social security costs run to roughly 30% to 31% of the contribution base, on top of salary, before the accident and occupational disease premium. Your applicable collective agreement sets pay, hours and conditions from day one, whether or not you have read it, and which agreement applies is determined by your activity and province rather than by choice. That is set out in collective agreements explained, and the full cost of a first hire in your first employee in Spain. To plan the first hire alongside the rest of the company’s activation, use the first 90 days checklist.

Also in scope from the first employee: occupational risk prevention through an external service, daily work-time registration kept for four years and available to the Inspectorate, an accident insurance mutua, and a harassment protocol. A reform to make the work-time record exclusively digital, immutable and remotely accessible has been in process through 2026 with higher fines discussed; timing and final figures are not settled and we will update this page when they are.

Two thresholds worth diarising because they arrive without warning at 50 employees: a registered equality plan, and an internal whistleblowing channel under Ley 2/2023, where failure is a very serious infringement with fines up to €1,000,000.

One point specifically for foreign founders. A director who is resident and works in Spain with effective control must register in RETA as autónomo societario. A director who is non-resident, exercises no effective functions and holds an unpaid post falls outside the Spanish social security system and does not register. Posted staff are a separate question: a UK worker can remain in the UK system for up to 24 months with an A1 certificate under the post-Brexit Protocol, with no extension mechanism after that, and a US worker for up to five years under the totalization agreement in force since 1988.

Two invoicing changes you should plan for, not react to

Veri*factu. Invoicing software must meet integrity and traceability requirements under Royal Decree 1007/2023. The dates were postponed by Royal Decree-Law 15/2025 of 2 December 2025: entities filing corporate income tax must have compliant software before 1 January 2027, everyone else before 1 July 2027. Companies filing under SII are outside the Veri*factu perimeter. The technical requirements did not change, only the dates. More in Veri*factu for foreign-owned companies.

Mandatory B2B e-invoicing. Ley 18/2022 extends compulsory electronic invoicing to all B2B transactions. The implementing Real Decreto 238/2026 has been in force since 20 April 2026, but its phase-in clock starts from a separate Ministerial Order: twelve months after that Order for companies above €8m turnover, twenty-four months for everyone else. The draft Order targets entry into force on 1 October 2026, which would put the first wave around October 2027 and the rest around October 2028. Those dates are provisional until the Order is published in the BOE. Invoices will follow the European standard EN 16931, and plain PDF and paper will stop being valid for B2B once the obligation bites.

The practical instruction is the same for both: do not buy invoicing software in 2026 that has no compliance roadmap.

If the company is dormant

A Spanish company with no activity is not a company with no obligations. It must still keep books under the Plan General Contable, file Modelo 200, deposit its annual accounts, legalise its books, maintain the beneficial ownership sheet and monitor the DEHú.

Holding an unused Spanish entity is a common position for a group that entered, paused and intends to return. It is a perfectly reasonable thing to do, and it costs a few hundred euros a year to do properly. What it costs to do badly is a cierre registral discovered on the day you want to use the company again.

What being late costs

For a late self-assessment with a balance due, filed before the AEAT asks, Article 27 LGT applies a surcharge of 1% plus 1% for each additional full month up to twelve months, then a flat 15% after twelve months with late payment interest on top. A 25% reduction applies if the surcharge is paid promptly.

Once it moves into enforcement the numbers change shape: a 5% executive surcharge before the enforcement notice, 10% reduced, or 20% ordinary. Which brings the page back to where it started. The route from a missed filing to a 20% surcharge runs directly through an unopened DEHú notification.

The mistakes we see most often on takeover

1. An unmonitored DEHú mailbox. By a distance the most damaging, because everything else compounds from it.
2. A missed accounts deposit, discovered when the registry is needed for something urgent.
3. Assuming a dormant company owes nothing.
4. A missed Form D-1A, because it belonged to the parent and the parent did not know.
5. Budgeting at 15% corporate tax while being part of a group.
6. No transfer pricing documentation behind the first Modelo 232.
7. A dividend paid without a residence certificate on file, and eighteen months spent reclaiming 19%.

If you are not sure which of these apply to you, that is what a subsidiary health check is for: we look, we tell you what we found, and the fixed fee is credited against your first months if you move to us.

Questions from companies that have just been incorporated

Last reviewed September 2026. Several items on this page are in motion: the B2B e-invoicing timetable depends on a Ministerial Order not yet published in the BOE, the digital work-time record reform is still in process, the audit-threshold increase has not reached the BOE, and corporate tax rates are mid-way through a staggered reduction under Ley 7/2024. Verify current figures before relying on them. This is general guidance for foreign-owned Spanish companies, not tax or legal advice on your situation.

Ask us what is already running

Send us your incorporation date and your year end. We will come back with the list of what has already fallen due, what falls due next, and what nobody has filed yet.

It usually takes us an afternoon, and it is more useful than any page on this website.

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