The annual compliance calendar for a Spanish SL.
A Spanish company has obligations to two separate institutions on two separate timetables, and missing the second one can close your registry page and put a director's protection in question. This is the full year, in order.
Foreign owners of Spanish companies tend to think of compliance as "the tax returns", and to assume that a gestor handling VAT is handling everything. There is a second, entirely separate track running to the Registro Mercantil — the Commercial Registry — concerning your accounting books and annual accounts, and it is the one that is quietly missed.
The consequences differ in kind. Late tax filings produce surcharges and interest, which are unpleasant but ordinary. Late annual accounts can lead to closure of the company's registry page, which blocks most subsequent registrations, alongside administrative fines and, in some circumstances, questions about directors' liability protection. A company can be perfectly current with the tax authority and still be in serious difficulty at the registry.
The two tracks.
Tax filings, mostly quarterly
VAT, income tax withholding, intra-community reporting and the annual corporate income tax return. Regular, visible, and usually the part someone is already doing.
Books and accounts, annual
Legalisation of accounting books by April, approval of accounts by the shareholders within six months of year end, and filing within a month of approval. Easy to miss; expensive when missed.
The year, month by month.
The calendar below assumes a financial year ending 31 December, which is the normal case. Deadlines shift if your year end differs.
The filings themselves.
| Form | What it is | When | Applies to |
|---|---|---|---|
| Modelo 303 | Quarterly VAT return | First 20 days after each quarter | Almost every active company |
| Modelo 390 | Annual VAT summary | January | Informative but mandatory; omission is sanctionable |
| Modelo 349 | Intra-community transactions | Periodically, per volume | Companies trading with other EU states |
| Modelo 111 | Withholding on salaries and professional fees | Quarterly | Any company with employees or Spanish professional suppliers |
| Modelo 190 | Annual summary of those withholdings | January | Follows from the 111 |
| Modelo 115 / 180 | Withholding on rent, and its annual summary | Quarterly / January | Companies renting Spanish premises |
| Modelo 200 | Corporate income tax return | July, for the prior year | Every company, including dormant ones |
| Modelo 202 | Instalment payments on account | April, October, December | Where required by turnover or prior results |
| Modelo 232 | Related-party transaction reporting | With the annual cycle | Groups with intercompany dealings — frequently overlooked |
Related-party reporting on intercompany transactions.
A Spanish subsidiary that pays management fees, licences, interest or cost recharges to its parent is engaged in related-party transactions. These carry documentation and, above thresholds, reporting obligations, and they must be priced at arm's length. Groups routinely run these flows for years without either the documentation or the filing.
The registry track, in detail.
Three obligations, in a fixed order, each depending on the one before.
What "registry closure" means in practice: while the page is closed, most new entries concerning the company cannot be registered — changes of director, powers of attorney, capital changes, and other acts that a functioning business periodically needs. Banks and counterparties who check the registry will also see the position. It is a self-inflicted operational block that is entirely avoidable.
A dormant company still has to file everything.
No activity does not mean no obligations. A company with no invoices still files corporate income tax, still approves and deposits accounts, still legalises books. Companies parked "until we decide what to do with Spain" accumulate breaches quietly and are considerably more expensive to bring current than to keep current.
Both tracks, carried on one calendar.
Quarterly and annual tax filings, books legalisation, accounts approval and registry deposit — handled together, so nothing sits in the gap between your accountant and your registry obligations.
- Beneficial ownership declaration filed with the annual accounts
- Invoicing software compliance under the Verifactu regime, and structured B2B e-invoicing from 2027
- Transfer pricing documentation for intercompany flows, retained and available
- Employment obligations where you have staff — payroll, working-time records, risk prevention
- Data protection — records of processing, privacy documentation, and consent where marketing is involved
- Corporate housekeeping — director appointments and renewals, powers of attorney, registered address kept current
- Foreign investment reporting where non-resident shareholders acquire or dispose of holdings
- Cuentas anuales
- The annual accounts — balance sheet, profit and loss, notes, and further statements depending on company size.
- Registro Mercantil
- The provincial Commercial Registry where the company is registered and its accounts are deposited.
- Legalizacion de libros
- The annual telematic legalisation of accounting and corporate books, due by 30 April.
- Libro de actas
- Minute book recording shareholder and board resolutions.
- Junta general
- The general meeting of shareholders that approves the accounts.
- Cierre registral
- Registry closure — the consequence of failing to deposit accounts.
- Operaciones vinculadas
- Related-party transactions, with documentation and reporting obligations.
- Titular real
- Beneficial owner, declared alongside the annual accounts.
What happens if we file the annual accounts late?
Our company had no activity. Do we still file?
Is our accountant already handling all of this?
Can deadlines shift if our financial year is not the calendar year?
What is the single most-missed obligation?
Keeping the company current.
The tax office is not the only one keeping score.
Book a free call ↗Alexander Baranov
Seventeen years designing and delivering cross-border corporate structures — incorporation, tax, holding, banking and market entry — for founders and companies expanding into Spain and the EU. Author of professional books on entering the Spanish market.
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