Spanish SL Company Tax & Accounting Guide

Setting up a Sociedad Limitada (SL) in Spain is just the beginning; a company's real obligations start after incorporation. A standard SL registered for IVA (Spanish VAT) follows a fixed, predictable annual cycle: one-off post-incorporation registrations, quarterly returns, annual summaries, the Corporate Income Tax return, and the commercial cycle at the Companies Registry (Registro Mercantil).

At Mi Casa Europa, this guide walks individuals and families building a business in Spain through that cycle, step by step and in practical terms. All dates assume a calendar-year financial year (closing 31 December).

Who is this for?

This guide is aimed in particular at the following profiles:

• Entrepreneurs and families setting up — or planning to set up — a new SL in Spain.
• Companies that provide, or plan to provide, services to other EU member states.
• Companies operating as IVA-registered taxpayers in a standard (non-large) position.

For this company profile, three structural points are decisive:

1. As a standard (non-large) taxpayer, the basic settlement period is the quarter, not the month.
2. Because it provides intra-EU services, the ROI / Modelo 349 layer is mandatory.
3. As a new SL, you can plan deliberately around the reduced 15% corporate tax rate and the two-year IAE exemption.

The big picture: four compliance layers

A Spanish SL's compliance calendar is built from four layers:

• (a) One-off post-incorporation registrations.
• (b) Recurring monthly/quarterly returns filed with the tax authority (AEAT).
• (c) Annual tax obligations.
• (d) The commercial cycle at the Companies Registry.

All AEAT filings are made electronically only (digital certificate / Cl@ve). The area most prone to error is AEAT's cross-check between the four quarterly Modelo 303 returns and the annual Modelo 390, Modelo 347 and Modelo 349 — the figures must match exactly, or the system automatically issues information requests (requerimiento).

Step 1 — One-off post-incorporation obligations

These registrations must be completed in the first month after incorporation:

Step	Deadline	Form	Body
Provisional NIF	Within 1 month of incorporation; AEAT assigns it in ≤10 days	Modelo 036, box 110	AEAT
Definitive NIF	Within 1 month of Companies Registry filing	Modelo 036, box 120	AEAT
Census registration (Censo de Empresarios)	Before starting activity	Modelo 036	AEAT
Filing the deed of incorporation	Within 2 months of execution (otorgamiento)	Deed (escritura)	Registro Mercantil
IAE registration	Via Modelo 036 (Modelo 840 if not exempt)	Modelo 036 / 840	AEAT / local
ROI / NIF-IVA	AEAT decides within 3 months	Modelo 036, box 130/582/584	AEAT
Company Social Security registration + Contribution Account Code (CCC)	Before first employee / activity	Sistema RED	TGSS
Employee registration (alta)	Before they start (up to 60 days in advance)	Sistema RED	TGSS
RETA registration (director with effective control)	Before activity (up to 60 days in advance)	RETA / SEDESS	TGSS

Watch out for:

• Modelo 037 is gone. The simplified census return was abolished as of 3 February 2025 (Orden HAC/1526/2024). For an SL, all census operations (registration, modification, deregistration) are now done only via Modelo 036.
• Provisional NIF → definitive NIF. The provisional NIF carries the wording "EN CONSTITUCIÓN" (in formation); to upgrade it to a definitive NIF, the company files a modification 036 (box 120) reporting the registry filing date and attaching the registered deed. Failing to do this can lead to cancellation of the provisional NIF. AEAT's window runs 1 month from registry filing (the "6 months" sometimes quoted is misleading).
• IAE exemptions. Companies are exempt from IAE during the first two tax periods of activity, and remain exempt thereafter as long as net turnover (INCN) stays below €1,000,000. Only non-exempt companies file Modelo 840.
• Request your ROI registration early. AEAT may run verification checks before granting the NIF-IVA; the process can take up to three months, and if it is not resolved within that period the request may be deemed denied. Without an active, valid NIF-IVA in VIES, the company cannot issue exempt intra-EU invoices.

Step 2 — Recurring periodic returns (quarterly)

For a standard company the settlement period is the calendar quarter. Quarterly returns are filed in the first 20 calendar days of April, July, October and January (the Q4 VAT return runs to 30 January). Direct-debit payments close about five days earlier (around the 15th of the month).

Form	Subject	Period	Deadline
303	VAT return	Quarterly	1–20 Apr / Jul / Oct; Q4 1–30 Jan
349	Recapitulative statement of intra-EU transactions	Quarterly (monthly if intra-EU supplies > €50,000)	1–20 of following month; Q4 to 30 Jan
111	Withholdings on employees/self-employed (IRPF)	Quarterly	1–20 Apr / Jul / Oct / Jan
115	Withholdings on urban property rent	Quarterly	1–20 Apr / Jul / Oct / Jan
123	Withholdings on investment income (e.g. dividends)	Quarterly	1–20 Apr / Jul / Oct / Jan
202	Corporate tax instalment payment (pago fraccionado)	3× a year	1–20 Apr / Oct / Dec

Watch out for:

• Modelo 303 must be filed every quarter even with no activity (ticking "sin actividad"). It is declared by deducting input (soportado) VAT from output (repercutido) VAT.
• Modelo 202 is mandatory for any company with prior-year turnover above €6,010,121.04; for others it is only required when the previous corporate tax return produced a positive tax liability. Under the standard method, 18% is applied to the gross tax of the previous return. Pagos fraccionados generally cannot be deferred.
• Modelo 349's frequency is quarterly if intra-EU supplies of goods and services do not exceed €50,000 in the reference quarter or in any of the previous four quarters; otherwise it is monthly. A 349 is never filed empty — periods with no intra-EU transaction are simply not declared.
• VIES verification: before issuing a VAT-free invoice, verify each EU counterparty's NIF-IVA in VIES and classify every transaction by 349 key (E/A/S/I).

Mind the SII

The SII (Suministro Inmediato de Información) requires electronic submission of invoice records via AEAT within 4 business days. It is mandatory only for three groups (those on a monthly VAT period): large companies (prior-year turnover above €6,010,121.04), companies registered in REDEME, and VAT groups. A standard small SL is not obliged, but may opt in voluntarily via Modelo 036. Companies within the SII are exempt from filing Modelo 347 and Modelo 390.

Step 3 — Annual tax obligations

Form	Subject	Deadline (calendar-year company)	Body
200	Corporate Income Tax return	1–25 July	AEAT
390	Annual VAT summary	1–30 January	AEAT
190	Annual summary of 111 withholdings	1–31 January	AEAT
180	Annual summary of 115 (rent) withholdings	1–31 January	AEAT
193	Annual summary of 123 (investment income) withholdings	1–31 January	AEAT
347	Transactions with third parties > €3,005.06	February	AEAT
232	Related-party / tax-haven transactions	November	AEAT
720	Declaration of overseas assets (if applicable)	1 January–31 March	AEAT

Corporate Income Tax rates (Ley 7/2024)

• The general rate remains 25%.
• Micro-enterprises (prior-year INCN below €1m): in 2025, 21% on the first €50,000 of tax base and 22% on the excess; in later years the final scale falls to 17% / 20%.
• Small enterprises / entidades de reducida dimensión (turnover below €10m): 24% in 2025, then a gradual reduction — 23% (2026), 22% (2027), 21% (2028) and 20% from 1 January 2029.
• Newly incorporated companies (carrying out economic activity): 15% in the first tax period with a positive tax base and the following one. The clock starts not at incorporation but in the first profitable year. It does not apply to asset-holding (patrimonial) companies, those forming part of a group, or companies whose activity was previously carried out by related parties. Certified start-ups ("empresas emergentes") get 15% for the first positive year plus the following three.

Modelo 200 must be filed even with no activity or a loss, and is submitted electronically only (Sociedades WEB). The return requires the accounts to be closed; in practice the commercial cycle (preparation, certification, approval) comes first.

Information returns

• Modelo 347: third-party transactions exceeding €3,005.06 (VAT included) during the year; filed in February. A key cross-check tool — discrepancies trigger a requerimiento.
• Modelo 232: related-party transactions with the same party exceeding €250,000 (or €100,000 for "specific transactions", or where transactions of the same type exceed 50% of turnover), plus any transaction with tax havens / non-cooperative jurisdictions; filed in November.
• Modelo 720: residents holding assets abroad exceeding €50,000 in any of three independent blocks (accounts; securities/insurance/income; real estate); each block has its own €50,000 threshold. Overseas crypto-assets are now reported on Modelo 721.

Step 4 — Accounting books and the Companies Registry cycle

For a calendar-year SL, the commercial annual cycle must be run rigorously on time:

Step	Legal deadline	Body
Preparation of annual accounts by directors (formulación)	By 31 March	Management body (internal)
Legalisation of accounting/company books (telematic)	By 30 April	Registro Mercantil
Approval by the Ordinary General Meeting	By 30 June	General Meeting
Filing of approved accounts (depósito)	By 30 July	Registro Mercantil

Accounting books and legalisation:

• The Commercial Code requires a Libro Diario (journal) and a Libro de Inventarios y Cuentas Anuales, along with company books: the Libro de Actas (minute book), which must be legalised each year, and, for an SL, the Libro Registro de Socios (register of members).
• Legalisation is telematic only (via the Colegio de Registradores' LEGALIA2 platform, with a digital certificate), within 4 months of year-end, i.e. 30 April. Books and supporting documents must be kept for 6 years.

Annual accounts (Cuentas Anuales): comprise the balance sheet, the profit and loss account, the statement of changes in equity (ECPN), the cash flow statement (where applicable) and the memoria (notes).

Warning — failure to file: Failing to file the accounts closes the company's registry page ("cierre registral" — new operations such as capital increases or director changes cannot be registered) and leads to ICAC sanctions of between €1,200 and €60,000 (up to €300,000 if turnover exceeds €6m).

Audit obligation

A company must have its accounts audited if, for two consecutive years, it exceeds at least two of these three thresholds:

• Total assets: €2,850,000
• Net turnover: €5,700,000
• Average employees: 50

A newly incorporated company is exempt from audit in its first year unless it meets two of the three at year-end. (A reform transposing EU Directive 2023/2775 would raise the thresholds to €3,565,000 in total assets and €7,125,000 in net turnover; but as it has not yet been published in the BOE, the current thresholds remain in force.)

Social Security (summary)

• A director with effective control of the SL who performs management duties (directly holding ≥50% of capital; ≥33%; ≥25% with management duties; or ≥50% together with cohabiting relatives) must register with RETA as an autónomo societario, even if the role is unpaid. The minimum contribution base in 2025 was €1,000/month.
• A director without effective control but performing paid management duties registers under the Régimen General asimilado.
• Employees register under the Régimen General; the company must obtain a CCC before hiring and register (alta) each employee before they start.

Compliance checklist

• Provisional NIF obtained (Modelo 036, box 110)
• Deed of incorporation filed at the Companies Registry within 2 months
• Definitive NIF (box 120) obtained within 1 month of filing
• Census registration: VAT general regime + corporate tax + withholdings (111/115) selected
• ROI / NIF-IVA requested early, active in VIES
• Controlling director registered with RETA, employees with Régimen General (CCC obtained)
• Quarterly calendar set: 303/111/115/(123)/349 (20 Apr/Jul/Oct + 30 Jan) and 202 (20 Apr/Oct/Dec)
• 303 ↔ 349 ↔ 347 ↔ 390 chain reconciled
• Commercial cycle: 31 Mar preparation → 30 Apr legalisation → 30 Jun approval → 30 Jul filing
• Modelo 200 (25 July), January summaries (390/190/180/193), 347 (February), 232 (November, if threshold met)

Frequently Asked Questions

Do I still have to file returns when I have no activity? Yes. Modelo 303 and Modelo 200 must be filed even with no activity. Modelo 349, however, is filed only for periods with intra-EU transactions — never empty.

When can I use the reduced 15% corporate tax rate? The clock starts not at incorporation but in the year the company's tax base is positive for the first time; 15% applies that year and the following one. The company must be genuinely independent (no group, no transferred activity).

Do I need to use the SII? Not for a standard small SL. It is mandatory only for large companies (turnover above €6,010,121.04), those registered in REDEME, and VAT groups.

What happens if I don't file my accounts? Your registry page closes (no new operations can be registered) and you may face ICAC sanctions of between €1,200 and €60,000.

What if a filing deadline falls on a weekend? It moves to the next business day. For example, Modelo 200 for FY2025 is due by 27 July 2026 (since 25 July 2026 is a Saturday).

---

Disclaimer: This guide is for general information only and does not constitute investment, tax or financial advice. Tax rates (especially the transitional scales under Ley 7/2024), audit thresholds and other rules may change, and some are still going through the legislative process. The Social Security classification of directors, the application of the 15% rate, related-party documentation and the applicability of Modelo 720/721 depend on individual circumstances. Confirm official sources (BOE, AEAT) and work with a tax adviser before making any decisions. Mi Casa Europa guides you through every stage of the process.