An administrador's salary is not automatic — the estatutos must allow it. Non-resident directors pay 19% or 24% IRNR. Founders owning over 50% must register in RETA. How payroll and Social Security actually work.
After incorporating a Spanish SL, the first operational question most founders face is simple: how do I pay myself? The answer is neither simple nor automatic. The administrador's remuneration, the applicable tax withholding and the Social Security treatment all depend on decisions made at incorporation — and on where the director actually lives.
A Spanish SL is managed by its administrador — the appointed director with legal authority over the company. The critical point most foreign founders discover after incorporation: an administrador is not automatically entitled to a salary. Under the Ley de Sociedades de Capital, the administrador's remuneration must be explicitly provided for in the estatutos sociales (the articles of association). If the estatutos contain no remuneration clause, the position is legally gratuitous (gratuito), and any payment lacks a valid legal basis.
This is not a formality. A Spanish bank processing a transfer from the SL to the administrador's personal account will request documentation of the legal basis; the Agencia Tributaria assesses whether declared remuneration matches the statutory framework. Getting it wrong requires a notarial amendment to the estatutos — an avoidable delay. The two standard approaches:
Specified in the estatutos (or by shareholder resolution where the estatutos authorise it).
Requires a shareholder resolution (acuerdo de la junta) setting the amount each year.
For founders who intend to pay themselves from day one, the remuneration clause should be included in the original estatutos drafted at incorporation.
The applicable tax and withholding rate depends entirely on where the administrador is tax resident. A resident administrador is subject to IRPF: the company applies a retention and remits it quarterly via Modelo 111, with an annual summary via Modelo 190. The standard IRPF retention for directors is 35% of gross salary — far higher than for ordinary employees — though a reduced 19% applies during the first two years for companies with revenue below €100,000.
A non-resident administrador is subject to IRNR (Non-Resident Income Tax) on Spanish-sourced income, retained and remitted via Modelo 216 (annual summary Modelo 296); the non-resident separately files Modelo 210 where required.
| Director residency | Activity | IRNR rate |
|---|---|---|
| EU / EEA resident | Director remuneration | 19% |
| Non-EU, no applicable DTAA | Director remuneration | 24% |
| Non-EU with DTAA | Director remuneration | Treaty-reduced |
For non-resident administradores from treaty countries — UK, Germany, India, Israel, UAE and most jurisdictions where clients are based — the rate may be reduced by treaty. The reduction depends on the treaty article covering directors' fees or employment income, and the administrador must present a certificado de residencia fiscal from their home tax authority to claim it.
For founders who are both shareholders and administradores, Social Security treatment is determined by the percentage of the company they own — not by their role title. The controlling regime is RETA (Regimen Especial de Trabajadores Autonomos), the self-employed system.
The RETA cuota in 2025 ranges from roughly €200 to €530 per month depending on the net-income bracket, under the real income-based contribution system that replaced the flat-rate structure from 2023. For non-resident administradores who do not physically work in Spain, the Spanish Social Security obligation generally does not arise — provided there is no habitual physical presence in Spain for the activity. Where the administrador visits Spain regularly to manage the company, Social Security and PE implications may both arise; the applicable bilateral Social Security treaty determines which country's system applies.
For employees who physically work in Spain — Spanish nationals or foreign residents with a valid work permit — the Spanish labour framework applies in full. Key 2025 parameters:
The company must register as an employer with the TGSS, register each employee before their first working day (alta), issue monthly payslips (nominas) and remit withholdings and contributions monthly.
For a Spanish SL with a single salaried employee on €30,000 gross per year, the total annual employment cost is roughly €40,000 after employer Social Security — a figure that surprises founders used to lower-burden jurisdictions.
Hiring team members who live and work outside Spain is substantially more complex — and frequently mishandled. A Spanish SL that employs a worker habitually working in France, Poland or India does not simply apply Spanish payroll to that worker. The income is taxable where the work is performed, not where the employer is registered; Spanish Social Security does not cover work performed abroad under standard rules; and the SL has payroll and Social Security obligations in the employee's country under that country's law. The practical options:
For founders whose income comes from a foreign company (dividends, royalties, service fees) and who run the Spanish SL as a holding or market-access vehicle, designating the administrador role as gratuito (unpaid) is valid and common. An unpaid administrador has no IRPF, IRNR or RETA obligations from the role, and the company pays no payroll taxes on the position — provided the estatutos reflect the gratuito designation from the outset. The trade-off: paying salary later needs a notarial amendment. Founders who anticipate paying themselves should build the retribucion clause in from day one.