Spain Annual Compliance Guide 2026: AEAT, Registro Mercantil, Social Security and Modelos

Spain company annual compliance requirements for a Sociedad Limitada (SL) follow a fixed calendar: quarterly VAT on Modelo 303, withholding returns, Modelo 202 advance payments where tax is due, the annual Modelo 200 corporate tax return to the Agencia Tributaria (AEAT) by 25 July, annual accounts at the Registro Mercantil and Modelo 347 each February. From India, add the APR and the FLA return (for Indian company or LLP investors).

Compliance Overview: Who Enforces What

Spain’s compliance system involves several distinct authorities, each with its own obligations and deadlines:

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 generally, 50% from EUR 20 million turnover and 25% from EUR 60 million; up to EUR 1 million is always deductible; PwC Worldwide Tax Summaries)
  
• Application of tax credits (R&D, Patent Box, double taxation relief)
  
• Calculation of gross tax liability at the applicable rate (25% general; 15% for new companies; reduced rates for smaller companies, e.g. 19%/21% for micro-enterprises in 2026; PwC Worldwide Tax Summaries)
  
• Deduction of advance payments already made via Modelo 202
  
• Net tax payable (or refund claimed)

Related Information Returns

Related-party transactions above EUR 250,000 with any single related party during the year are reported separately on Modelo 232, and the company must keep transfer pricing documentation for them. Payments to or from your Indian parent, such as service fees, royalties or loans, are the usual items.

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: CIT Advance Payments (April, October, December)

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 turnover above EUR 6 million in the prior year: must always file, using the taxable-base method
  
• Smaller companies: pay 18% of the tax due on their last Modelo 200; if that was zero, there is nothing to pay (they may also choose the taxable-base method)
  
• New companies: no advance payment until a Modelo 200 shows tax due, unless turnover exceeds EUR 6 million

Filing Deadlines (Calendar-Year Companies)

Calculation Methods

There are two calculation methods for Modelo 202:

Method 1 (Default for smaller companies): Each of the three advance payments = 18% × the CIT liability on the last Modelo 200 filed (PwC Worldwide Tax Summaries).

Method 2 (Mandatory for companies with turnover above EUR 6 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), at 17% for most companies, or 24% with a minimum payment of 23% of accounting profit once turnover reaches EUR 10 million. 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 (Law 28/2022) do not have to make Modelo 202 advance payments in their first two years with a positive tax base, and can defer the corporate tax due for those years (12 months for the first and 6 months for the second) without guarantees. 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

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, which is 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: invoice data goes to AEAT within 4 working days of issue, and received invoices within 4 working days of being recorded. 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. AEAT uses it as a reconciliation tool.

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 (by the end of February; when that day falls on a weekend, as in 2026, the deadline moves to the next working day).

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: it compares 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 only if the company cannot use the abridged balance sheet
  
• Notes to the accounts (memoria): disclosure notes on accounting policies, related parties, and key items
  
• Directors’ report (informe de gestión): not required if the company can file an abridged balance sheet

Account Format: Abridged or Normal

To use an abridged format, a company must stay within at least two of the three limits on two consecutive year-ends. Most newly established Spanish SLs qualify for the simplified abridged format.

Annual Accounts Timeline

1. 3 months after year-end (31 March 2026 for calendar-year companies): Directors must have prepared and approved the annual accounts draft
   
2. Within 6 months of year-end (30 June 2026): Annual General Meeting (AGM) must approve the annual accounts and the application of profit/loss
   
3. 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.)
  
• A fine of EUR 1,200 to EUR 60,000 imposed by the ICAC, with a higher ceiling for companies with turnover above EUR 6 million
  
• Separately, if the company fails to file its corporate tax return for 3 consecutive years, AEAT can mark it as inactive (baja provisional), which blocks registry entries and can lead to its NIF being revoked
  
• 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:

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 end of the first 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 by the end of 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:

1. Register the employee with TGSS before their first day of work (using TA2)
   
2. Sign a written employment contract (indefinite or fixed-term)
   
3. Register the contract with the SEPE (Public Employment Service) within 10 days
   
4. Begin withholding IRPF from the first payslip
   
5. Begin paying employer social security contributions from the first month

Autónomo (RETA) Monthly Contributions

If a director who controls the company (for example, by holding a large stake and managing it) works in Spain, they are 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, you choose a contribution band from your expected net earnings, can change it during the year, and TGSS regularises it once your tax return is known.

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 the year they start and the next two) 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 (such as childcare vouchers, and restaurant vouchers up to EUR 11/day).

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)

Late Annual Accounts Filing (Registro Mercantil)

• A fine of EUR 1,200 to EUR 60,000 set by the ICAC, with a higher ceiling for companies with turnover above EUR 6 million
  
• Additional consequence: the Registro Mercantil closes to new registrations, blocking any company changes

Social Security Late Payment Surcharges

• Contributions declared on time but paid late: 10% if paid within the first month after the deadline
  
• Declared on time but paid from the second month after the deadline: 20%
  
• Not declared on time: 20% if paid before the deadline in the debt claim, 35% after it
  
• Repeated failures can result in TGSS enforcement action and asset seizure

Full Compliance Calendar 2026

Conclusion

Spain’s compliance system is comprehensive and runs on tight deadlines, with automatic surcharges that start at 1% for late filing and penalties that 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 (three 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.

What you file in India for a Spanish SL

If the SL is owned from India, the Spanish calendar is only half the picture. Your investment is an ODI under FEMA, reported through your AD Category-I bank, and it brings its own yearly filings:

• Annual Performance Report (APR): filed through your AD bank by 31 December each year, based on the SL’s accounts for the year.
• FLA return: the Foreign Liabilities and Assets return to the RBI by 15 July each year, if the investor is an Indian company or LLP.
• Form FC: for any further capital, loan or guarantee to the SL, and for changes such as a share transfer or restructuring.
• Income tax return: a resident individual or company reports the shares, and any dividends, in the foreign assets schedule.

Spanish withholding on dividends paid to India is capped at 15% by the India-Spain DTAA, and you claim credit for it in India. Schedule the APR straight after the Spanish accounts are approved, so both sides use the same figures.

Frequently asked questions