Running a company in Spain is rewarding but it comes with a web of recurring compliance obligations that must be managed meticulously. Missing a filing deadline with the Agencia Tributaria (AEAT) or the Registro Mercantil carries automatic penalties that can escalate quickly. This comprehensive compliance guide covers every major annual, quarterly, and monthly obligation for a Spanish Sociedad Limitada (SL) in 2026 from Modelo 200 (annual Corporate Income Tax) and Modelo 303 (quarterly VAT) to social security monthly filings, annual accounts, audit thresholds, and the Modelo 347 third-party reporting obligation.
Compliance Overview Who Enforces What
Spain’s compliance landscape involves several distinct authorities, each with its own obligations and deadlines:
| Authority | Full Name | Key Obligations |
|---|---|---|
| AEAT | Agencia Estatal de Administración Tributaria | CIT returns, VAT returns, withholding taxes, third-party reporting (Modelo 347), annual information returns |
| Registro Mercantil | Commercial Registry (provincial) | Annual accounts filing, structural changes (director changes, capital changes, statutory amendments) |
| TGSS / INSS | Tesorería General de la Seguridad Social / Instituto Nacional de la Seguridad Social | Monthly social security contributions, employer registration, employee registration/deregistration |
| CNMV | Comisión Nacional del Mercado de Valores | Periodic financial reporting for listed companies; significant shareholding disclosures for regulated entities |
| Banco de España | Bank of Spain | Financial statistical reports for cross-border transactions above certain thresholds; EDP reports |
For most Spanish SLs owned by Indian companies or individuals, the primary compliance obligations run to AEAT, the Registro Mercantil, and the Tesorería General de la Seguridad Social (TGSS). CNMV obligations arise only if the company is listed or operates in a regulated financial sector.
Modelo 200 Annual Corporate Income Tax Return
Modelo 200 is the annual Corporate Income Tax (Impuesto sobre Sociedades) return. It is the single most important annual filing for any Spanish company.
Who Must File
- All companies resident in Spain (including Spanish SLs, SAs, and branches of foreign companies)
- Entities with permanent establishment in Spain
- There is no minimum revenue threshold even companies with zero activity in the year must file Modelo 200
Filing Deadline
Modelo 200 must be filed within 25 calendar days following the 6 months after the end of the tax period. For calendar-year companies (tax year ending 31 December 2025):
- Filing window: 1 July – 25 July 2026
- This deadline is fixed and cannot be extended.
Key Sections of Modelo 200
- Calculation of taxable base (starting from accounting profit/loss)
- Permanent differences and temporary adjustments
- Loss carry-forward application (70% cap for large companies)
- Application of tax credits (R&D, Patent Box, double taxation relief)
- Calculation of gross tax liability at the applicable rate (25%, 23%, or 15%)
- Deduction of advance payments already made via Modelo 202
- Net tax payable (or refund claimed)
Related Information Returns
Modelo 200 requires disclosure of related-party transactions above EUR 250,000 with any single related party during the year. Companies with related-party transactions above EUR 250,000 must also maintain full Transfer Pricing documentation.
Payment
The tax due (net of Modelo 202 advance payments) is paid at the time of filing. If the result is negative (refund), AEAT typically processes refunds within 6 months of the filing deadline.
Modelo 202 Quarterly CIT Advance Payments
Modelo 202 is the quarterly Corporate Income Tax advance payment (pago fraccionado). It ensures the Spanish treasury receives CIT payments throughout the year rather than only at the annual return deadline.
Who Must File
- Companies with annual revenue above EUR 6 million in the prior year: mandatory
- Companies with revenue below EUR 6 million: may opt in but are not required
- New companies in their first year: generally exempt from advance payments in the first tax period
Filing Deadlines (Calendar-Year Companies)
| Payment Period | Covers | Deadline |
|---|---|---|
| 1st Advance Payment 2026 | Based on 2025 CIT liability | 1–20 April 2026 |
| 2nd Advance Payment 2026 | Based on 2025 CIT liability | 1–20 October 2026 |
| 3rd Advance Payment 2026 | Based on 2025 CIT liability | 1–20 December 2026 |
Calculation Methods
There are two calculation methods for Modelo 202:
Method 1 (Default for smaller companies): Each advance payment = 18% × CIT liability from the prior year’s Modelo 200, divided across the three instalments.
Method 2 (Mandatory for companies with revenue ≥ EUR 10 million): Each payment is based on the actual taxable base of the current year-to-date (1 January to the end of the month preceding the payment), applying the effective CIT rate. This method provides a more accurate reflection of current year profitability but requires up-to-date management accounts.
Startup Law 2022 Deferral Benefit
Certified innovative startups (empresas emergentes) under the Startup Law 2022 can defer Modelo 202 advance payments for 12 months (first year of profitable activity) and 6 months (second year) interest-free. This is a significant cash-flow benefit for early-stage companies.
Modelo 303 Quarterly VAT Return
Modelo 303 is the quarterly VAT (IVA) return the most frequent recurring compliance obligation for Spanish companies. It must be filed four times per year.
Filing Deadlines
| Quarter | Period | Deadline |
|---|---|---|
| Q1 2026 | January – March 2026 | 20 April 2026 |
| Q2 2026 | April – June 2026 | 20 July 2026 |
| Q3 2026 | July – September 2026 | 20 October 2026 |
| Q4 2026 | October – December 2026 | 30 January 2027 |
Key Elements of Modelo 303
- Output VAT (IVA devengado): VAT charged on sales invoices at 21%, 10%, or 4% depending on the type of supply
- Input VAT (IVA deducible): VAT paid on purchases and expenses, subject to deductibility rules
- Net VAT payable or refundable: Output VAT minus Input VAT. If the result is positive, you pay; if negative, the credit carries forward (Q4 negative results can be refunded on request).
- Intra-EU acquisitions: Reverse-charge VAT on goods and services received from other EU member states
- Import VAT: VAT paid on imports from non-EU countries (increasingly deferred under Spain’s import VAT deferral scheme for registered companies)
Monthly VAT Filers
Companies registered in the Registro de Devolución Mensual (REDEME) can file monthly VAT returns and claim monthly refunds useful for businesses with consistently negative VAT positions (e.g., exporters). Monthly filings are submitted by the 20th of the following month.
Immediate Supply of Information (SII)
Companies with annual revenue above EUR 6 million are subject to Suministro Inmediato de Información (SII) an electronic invoice ledger system that requires uploading invoice data to AEAT within 4 days of issue (8 days for received invoices). SII filers also submit Modelo 303 monthly (not quarterly). Smaller companies can voluntarily join SII for operational benefits (fewer annual information returns to file).
Modelo 390 Annual VAT Summary
Modelo 390 is the annual VAT summary return, consolidating all quarterly Modelo 303 figures for the full calendar year. It serves as a reconciliation tool for AEAT.
Filing Deadline
Modelo 390 must be filed by 30 January of the following year (i.e., 30 January 2027 for the 2026 tax year).
Note: Companies subject to SII (monthly VAT filers) are exempt from filing Modelo 390 their SII ledger data serves the same purpose.
Modelo 347 Third-Party Transactions Above EUR 3,005
Modelo 347 is one of the most important annual information returns in the Spanish tax system. It requires companies to report all commercial transactions with any single counterparty that exceed EUR 3,005.06 (inclusive of VAT) during the calendar year.
Filing Deadline
Modelo 347 for the 2025 calendar year must be filed during February 2026 (exact date: last business day of February, typically 28 February 2026).
What Must Be Reported
- All goods or services sold or purchased to/from a single customer or supplier exceeding EUR 3,005.06 in the year
- Cash payments received above EUR 6,000
- Real estate lease transactions
- Insurance premiums paid above EUR 3,005.06
- Professional fees received by professionals (abogados, notarios, etc.) above EUR 3,005.06
What Is Excluded
- Transactions already reported under Modelo 180 (rental withholding summary), Modelo 190 (employment withholding summary), or Modelo 193
- Transactions with other EU member states reported in Modelo 349
- Import/export transactions reported in customs declarations
- Companies subject to SII are exempt from Modelo 347 (their SII data covers it)
Practical Importance
Modelo 347 is a key cross-referencing tool for AEAT they compare the figures reported by buyers with those reported by sellers. Discrepancies trigger enquiries. Maintaining accurate purchase and sales ledgers reconciled to Modelo 303 is essential.
Modelo 349 EC Sales List (Intra-EU Supplies)
Modelo 349 is the EC Sales List, reporting all intra-EU supplies of goods and services to VAT-registered customers in other EU member states. It is essential for Spanish companies with EU customers.
- Frequency: Monthly (if intra-EU sales exceed EUR 50,000 in the current or previous quarter); quarterly (if below EUR 50,000)
- Deadline: 20th of the month following the reporting period
- Content: Customer VAT number, country code, and total value of zero-rated intra-EU supplies in the period
Annual Accounts Preparation and Filing
Every Spanish SL must prepare annual accounts (cuentas anuales) and file them with the provincial Registro Mercantil. This is a legal obligation under the Ley de Sociedades de Capital (LSC), entirely separate from the tax return filed with AEAT.
Components of Annual Accounts
- Balance sheet (balance de situación)
- Profit and loss account (cuenta de pérdidas y ganancias)
- Statement of changes in equity (estado de cambios en el patrimonio neto)
- Cash flow statement (estado de flujos de efectivo) required for normal and large format accounts
- Notes to the accounts (memoria) disclosure notes on accounting policies, related parties, and key items
- Directors’ report (informe de gestión) required only for companies above the audit threshold
Account Format Abridged vs Normal vs Large
| Format | Total Assets | Net Turnover | Average Employees |
|---|---|---|---|
| Abridged (abreviado) | < EUR 4 million | < EUR 8 million | < 50 |
| Normal (normal) | EUR 4M – 20M | EUR 8M – 40M | 50 – 250 |
| Large (consolidado / PYME grande) | > EUR 20 million | > EUR 40 million | > 250 |
To qualify for abridged format, a company must meet at least two of the three criteria above. Most newly established Spanish SLs qualify for the simplified abridged format.
Annual Accounts Timeline
- 3 months after year-end (31 March 2026 for calendar-year companies): Directors must have prepared and approved the annual accounts draft
- Within 6 months of year-end (30 June 2026): Annual General Meeting (AGM) must approve the annual accounts and the application of profit/loss
- Within 1 month of AGM approval (30 July 2026): Annual accounts must be filed with the Registro Mercantil
Consequences of Late Filing
Failure to file annual accounts at the Registro Mercantil carries serious consequences:
- The Registro Mercantil closes to new filings by the company (cannot register changes to directors, address, capital, etc.)
- Fines ranging from EUR 1,200 to EUR 60,000 depending on the size of the company
- After 3 years of non-filing, AEAT can initiate administrative dissolution proceedings
- Reputational damage accounts are publicly accessible; non-filing is visible to suppliers, customers, and banks
Audit Requirements
Not all Spanish companies are required to have their accounts audited. The audit obligation is triggered when a company exceeds two of the following three thresholds for two consecutive years:
| Threshold | Amount |
|---|---|
| Total assets | > EUR 2.85 million |
| Net annual turnover | > EUR 5.7 million |
| Average number of employees | > 50 |
Voluntary Audit
Companies below the threshold may voluntarily appoint a statutory auditor (auditor de cuentas) this is often required by banks for credit facilities or by foreign parent companies for group reporting purposes.
Mandatory Audit in Other Cases
Regardless of size, certain companies must always be audited:
- Companies that have received public grants or subsidies above EUR 600,000 in the year
- Companies that work with public administrations on contracts above EUR 600,000
- Listed companies and those subject to CNMV oversight (all sizes)
- Financial institutions, insurance companies, and other regulated entities
- Companies within a consolidated group that files consolidated accounts
Auditor Appointment
The statutory auditor must be appointed by the shareholders’ general meeting before the start of the financial year to be audited, for a term of 3–9 years. The auditor is registered with ICAC (Instituto de Contabilidad y Auditoría de Cuentas) Spain’s audit oversight body.
Social Security Monthly Obligations
Social security compliance is a monthly obligation managed through Spain’s RED system (electronic filing) via the Tesorería General de la Seguridad Social (TGSS).
Monthly Filing Deadline
Social security contributions for a given month must be filed and paid by the last business day of the following month (e.g., January 2026 contributions are due 28 February 2026). There is no grace period late payment accrues surcharges immediately.
Key Social Security Forms (TC Forms)
- TC1/TC2: Monthly contribution statements for employees (largely replaced by the electronic Sistema RED automated deduction from the company’s nominated bank account after submission of the monthly payroll data)
- TA1 / TA2: Employee registration and deregistration forms (filed within 3 days of starting/leaving employment)
- Model 111: Monthly or quarterly withholding return for employment income (payroll IRPF) filed with AEAT
New Hire Obligations
When hiring a new employee in Spain, the employer must:
- Register the employee with TGSS before their first day of work (using TA2)
- Sign a written employment contract (indefinite or fixed-term)
- Register the contract with the SEPE (Public Employment Service) within 10 days
- Begin withholding IRPF from the first payslip
- Begin paying employer social security contributions from the first month
Autónomo (RETA) Monthly Contributions
If the company director/administrator actively manages the company and receives remuneration, they must be registered in the Régimen Especial de Trabajadores Autónomos (RETA). Monthly RETA contributions are paid by direct debit on the last business day of each month. Under the 2023 income-based system, quarterly declarations of estimated income to TGSS are required to adjust the monthly quota.
Payroll Compliance Withholding and IRPF
Spanish employers are responsible for withholding personal income tax (IRPF) from employee salaries and remitting it to AEAT.
Monthly/Quarterly Withholding Returns
- Modelo 111: Monthly withholding return (if average annual withholding exceeds EUR 6,000); quarterly otherwise. Deadline: 20th of the following month (quarterly: 20 April, 20 July, 20 October, 20 January)
- Modelo 190: Annual summary of all IRPF withholdings on employment income. Deadline: 31 January of the following year (e.g., 31 January 2027 for 2026 withholdings)
Withholding on Professional Invoices
When paying professional services invoices (freelancers, consultants, lawyers registered as autónomos), companies must withhold IRPF at 15% (7% for new professionals in their first 2 years) and remit it via Modelo 111.
Benefits in Kind
Company cars, medical insurance, restaurant vouchers, and nursery allowances are common benefits in kind in Spain. Most must be valued and included in employee taxable income for IRPF purposes, with the exception of exempt benefits (childcare vouchers up to EUR 1,000/year, restaurant vouchers up to EUR 11/day, etc.).
CNMV Obligations (If Listed or Regulated)
The Comisión Nacional del Mercado de Valores (CNMV) regulates Spain’s securities markets. CNMV compliance obligations are relevant to:
- Companies listed on Spanish stock exchanges (Bolsa de Madrid, Bolsa de Barcelona, etc.)
- Companies that have issued publicly traded bonds or other securities
- Investment firms, collective investment schemes, and managers regulated by CNMV
- Companies making public takeover bids in Spain
Key CNMV Obligations for Listed Companies
- Annual Financial Report: Audited annual accounts plus directors’ report, filed within 4 months of year-end
- Semi-Annual Financial Report: Unaudited interim accounts, filed within 3 months of the mid-year
- Quarterly Management Statement: Business overview (optional for smaller listed companies)
- Significant Shareholding Disclosure: Any person or entity acquiring 3%, 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 60%, 70%, 75%, 80%, or 90% of a listed company’s share capital must notify CNMV within 4 trading days
- Inside Information: Price-sensitive information must be published as a hecho relevante (material fact) on CNMV’s CIFRADOC system immediately upon becoming known
For the vast majority of Spanish SLs owned by Indian companies (which are not listed), CNMV obligations do not apply.
Penalties for Non-Compliance
AEAT’s penalty framework is detailed and automatic. Understanding the penalty structure motivates timely compliance:
Late Filing Penalties (AEAT)
| Situation | Penalty / Surcharge |
|---|---|
| Voluntary late filing (within 3 months, no prior AEAT notice) | 5% surcharge on tax due |
| Voluntary late filing (3–6 months late, no prior notice) | 10% surcharge |
| Voluntary late filing (6–12 months late, no prior notice) | 15% surcharge |
| Voluntary late filing (over 12 months late, no prior notice) | 20% surcharge + interest |
| Non-filing discovered by AEAT inspection | 50–150% penalty on tax due (depending on gravity and intent) |
| Failure to file an information return (e.g., Modelo 347) | EUR 200 per omitted data item; minimum EUR 300 |
| Incorrect data in information return | EUR 150 per incorrect data item; minimum EUR 250 |
Late Annual Accounts Filing (Registro Mercantil)
- Companies with turnover < EUR 6 million: EUR 1,200 fine
- Companies with turnover EUR 6–30 million: EUR 3,000 fine
- Companies with turnover EUR 30–60 million: EUR 6,000 fine
- Companies with turnover EUR 60–300 million: EUR 12,000 fine
- Companies with turnover > EUR 300 million: EUR 60,000 fine
- Additional consequence: the Registro Mercantil closes to new registrations blocking any company changes
Social Security Late Payment Surcharges
- 1–3 months late: 10% surcharge
- 3–6 months late: 20% surcharge
- Over 6 months late: 35% surcharge
- Repeated failures can result in TGSS enforcement action and asset seizure
Full Compliance Calendar 2026
| Date | Obligation | Authority |
|---|---|---|
| 20 January 2026 | Modelo 303 (Q4 2025 VAT) | AEAT |
| 20 January 2026 | Modelo 111 (Q4 2025 IRPF withholding) | AEAT |
| 30 January 2026 | Modelo 390 (Annual VAT summary 2025) | AEAT |
| 31 January 2026 | Modelo 190 (Annual IRPF withholding summary 2025) | AEAT |
| 28 February 2026 | Modelo 347 (Third-party transactions 2025) | AEAT |
| Monthly (last business day) | Social security contributions (each prior month) | TGSS |
| 20 April 2026 | Modelo 303 (Q1 2026 VAT) | AEAT |
| 20 April 2026 | Modelo 202 (1st CIT advance 2026) | AEAT |
| 20 April 2026 | Modelo 111 (Q1 2026 IRPF withholding) | AEAT |
| 31 March 2026 | Annual accounts prepared by directors | Internal |
| 30 June 2026 | AGM approves annual accounts 2025 | Internal / Shareholders |
| 20 July 2026 | Modelo 303 (Q2 2026 VAT) | AEAT |
| 20 July 2026 | Modelo 202 (2nd CIT advance 2026) | AEAT |
| 20 July 2026 | Modelo 111 (Q2 2026 IRPF withholding) | AEAT |
| 25 July 2026 | Modelo 200 (Annual CIT return 2025) | AEAT |
| 30 July 2026 | Annual accounts filed at Registro Mercantil | Registro Mercantil |
| 20 October 2026 | Modelo 303 (Q3 2026 VAT) | AEAT |
| 20 October 2026 | Modelo 202 (3rd CIT advance 2026) | AEAT |
| 20 October 2026 | Modelo 111 (Q3 2026 IRPF withholding) | AEAT |
| 20 December 2026 | Modelo 202 (4th CIT advance — if applicable) | AEAT |
| 31 December 2026 | Year-end inventory, asset register, accruals review | Internal |
Frequently Asked Questions
Does a dormant Spanish SL still need to file Modelo 200?
Yes. There is no minimum activity threshold for Modelo 200 all Spanish SLs must file an annual CIT return regardless of whether they traded during the year. The same applies to annual accounts filing at the Registro Mercantil.
What happens if we miss the Modelo 200 deadline?
If you file voluntarily within 3 months of the deadline (i.e., before 25 October 2026 for a calendar-year company), a 5% surcharge applies on any tax due, but no formal penalty. Filing after AEAT has sent a notification triggers a minimum 50% penalty. Always file late voluntarily rather than waiting for an AEAT notice.
How many years can AEAT go back on tax inspections?
AEAT has a general statute of limitations of 4 years from the filing deadline. For untaxed income or fraudulent non-declaration, the statute of limitations does not apply until AEAT discovers the omission. Companies should maintain all accounting records and supporting documents for at least 10 years.
Must small Spanish SLs with only one Indian shareholder hold a formal AGM?
Technically yes Spanish law requires all SLs to hold an AGM within 6 months of year-end to approve annual accounts. However, for a sole-shareholder SL (SLU), a written resolution signed by the sole shareholder serves the same purpose and satisfies the requirement without a formal meeting.
What is the SII threshold, and should we voluntarily join?
SII is mandatory for companies with annual revenue above EUR 6 million. Voluntary joining is available for smaller companies. Benefits of joining include: no Modelo 347 filing, no Modelo 390 filing, and near-real-time VAT data that can prevent errors. The downside is the administrative burden of uploading invoice data within 4 days of issue.
Do we need a Spanish bank account to pay AEAT taxes?
Yes. All AEAT tax payments must be made via direct debit from a Spanish bank account or via cash payment at a collaborating Spanish bank. Non-resident companies without a Spanish bank account must open one before making any AEAT payment this is a practical prerequisite for any Spanish SL.
Conclusion
Spain’s compliance system is comprehensive and operates on tight deadlines — with automatic penalties that start at 5% and can reach 150% for serious infractions. For Indian-owned Spanish SLs, the key annual obligations are: Modelo 200 (annual CIT, 25 July), Modelo 303 (quarterly VAT, 20th of April/July/October/January), Modelo 202 (quarterly CIT advances, April/October/December), Modelo 347 (third-party transactions, February), annual accounts filing at the Registro Mercantil (by 30 July), and monthly social security contributions via TGSS.
The most effective compliance strategy is to appoint a qualified Spanish gestor or asesor fiscal from the moment of incorporation, maintain well-organised accounting records throughout the year, and never rely on memory for filing deadlines use the calendar in this guide to schedule all obligations well in advance.