Fixed-scope review · Spain

Find out whether Spain already taxes you.

A foreign company can create a taxable presence in Spain without opening anything. A contractor who negotiates, a country manager who closes, stock held for local delivery, a director who decides from Madrid — each of these has been enough. Five questions below will tell you whether this is worth looking at properly.

Before you read any further Is this even your problem?

Five questions about how you actually operate. No email, nothing stored, nothing sent anywhere. It will not tell you whether you have a permanent establishment — nothing can do that without the documents — but it will tell you whether the question is worth asking.

01Where is the company tax resident?
02Is anyone working for you in Spain — employee, contractor or agent?
03Do you have premises in Spain?
04Do you hold goods in Spain?
05Are material decisions about the company taken by someone physically in Spain?
Answer all five to see where you stand.

Separately: this is the bigger one.
    Submit your situation for review ↗ Fixed fee, agreed before work starts
    This is a triage based on five answers, not advice and not an opinion. Permanent establishment turns on facts that take assembling — who negotiated, what a contractor's other clients look like, where stock actually sat, what the board decided and where. Nobody can reach a conclusion from a questionnaire, including us.
    Permanent establishment review Written opinion · fixed fee
    €1,500fixed, agreed before work starts
    01
    Factual reviewContracts, roles, authority and where decisions actually happen.
    02
    Treaty analysisYour specific convention, read against its text rather than the OECD model.
    03
    Exposure estimateWhat Spain could attribute, and for which open years.
    04
    Remediation planThe options, in order of cost, with the one we would take.
    One fee, agreed before work starts. If the facts turn out to be simpler than described, we say so and reduce the scope rather than completing the engagement for its own sake.
    01 · Why this is being asked now

    The threshold moved. Your operating model probably did too.

    Permanent establishment is an old concept that has been quietly re-cut over the last few years, at the same time as companies started hiring people who live wherever they like. Most exposure we see was created by ordinary commercial decisions taken by people who had no reason to think they were tax decisions.

    01
    The agency test tightenedThe multilateral instrument rewrote the dependent-agent article in many conventions. Habitually playing the principal role in concluding contracts can now be enough, even where the signature happens abroad.
    02
    Remote hires became normalA salesperson employed in one country and living in Spain is an ordinary arrangement commercially and a live question fiscally. Nobody signs a PE into existence; they sign an employment contract.
    03
    Older treaties are harsherConventions negotiated in the 1970s and 1990s often create a PE in places the OECD model does not, and faster. Reading yours against the model rather than its own text is the commonest analytical error.
    India: six months, and a sales outlet
    04
    Data arrives before the inspectorPayroll, social security registrations, VAT filings by counterparties and intra-EU reporting all describe your Spanish footprint to the administration before anyone asks you about it.
    02 · The bigger risk behind the obvious one

    A permanent establishment costs part of your profits. Tax residence costs all of them.

    Almost everyone who comes to us is worried about PE. It is usually the smaller of the two exposures sitting in the same set of facts, and the one that gets attention because it has a familiar name.

    The risk people ask about

    Permanent establishment

    • Spain taxes the profits attributable to the Spanish presence
    • The rest of the company remains taxed at home
    • Attribution is arguable, and argument is where advisers earn their fee
    • Under some older treaties Spain may also reach similar sales made directly from abroad
    The risk they should ask about

    Corporate residence

    • Spanish law includes the place of effective management in the residence test
    • If the company is resident here, Spain taxes its worldwide income
    • It does not require an office, staff or a branch — only that decisions are made here
    • A founder who moved to Spain and kept running the company is the entire fact pattern
    03 · What we examine

    Facts, not the organisation chart.

    The chart describes what was intended. These describe what happened, and they are what an inspector reads. Most of them already exist inside your business; assembling them is a large part of the work.

    Who negotiates, and who decidesEmails and deal records, not job titles
    Where contracts are actually settledSignature location is weak evidence on its own
    Spanish personnel and contractorsEmployment terms, exclusivity, economic dependence
    Stock, warehousing and deliveryWhether storage is auxiliary or part of the sale
    Board meetings and resolutionsWhere held, who attended, what was decided
    Travel and presence recordsDays, pattern and who was here for what
    Intercompany agreements and pricingWhether the reward matches the functions performed
    What you have already told the administrationModelo 036, payroll, VAT and counterparty filings
    04 · How it runs

    Four weeks, four stages, one document at the end.

    01
    IntakeA structured questionnaire and one call. We ask for documents rather than opinions, and we ask for the awkward ones first.
    02
    AnalysisYour convention read against its own text, the domestic residence test applied to the same facts, and the gap between the two identified.
    03
    QuantificationWhat could be attributed, for which years, and which of those years are still open. A range, with the assumptions stated.
    04
    Written opinionThe conclusion, the reasoning, the remediation options in order of cost, and our recommendation. Delivered as a document you can hand to your auditor or your board.
    05 · What usually follows

    The review is the diagnosis. It is not the treatment.

    We price the review separately and deliberately, because it has to be possible for the answer to be that you need nothing. When the answer is that you do, these are the two routes it normally takes.

    Route A · the presence is real

    Register it, and make it defensible

    • Regularise the position before it is discovered, where surcharges are materially lower
    • Build the governance and evidence layer that keeps the position stable
    • Ongoing, because substance is a pattern rather than a filing
    EU substance and governance ↗
    Route B · the structure is the problem

    Change where value and control sit

    • Ownership, licensing and dividend flows redesigned around the real business
    • Participation exemption and directive access assessed against the new shape
    • A project with an end, rather than a retainer
    Holding and IP structures ↗
    06 · When not to buy this

    Three situations where the answer is cheaper elsewhere.

    01
    You have not started yetIf Spain is a plan rather than a fact, the structure can simply be designed correctly and there is nothing to diagnose.
    Market entry roadmap
    02
    You already have a Spanish companyA properly constituted and operated subsidiary is not a PE question. What it may have is a substance question.
    Substance and governance
    03
    An inspection has already openedThen the work is representation on a live file, on different terms and with different urgency. Say so when you contact us.
    Tell us immediately
    07 · Questions

    Before you send anything.

    Can you just tell me on a call whether I have a PE?

    No, and anyone who does is guessing. The answer turns on facts that take assembling — who negotiated, what the contractor's other clients look like, where the stock sat, what the board actually decided and where. A call can tell you whether the question is worth asking, and we are happy to have that call for nothing. It cannot tell you the answer.

    What if the review finds a problem we then have to disclose?

    That is the risk of asking, and it is real. It is also smaller than the alternative: voluntary regularisation before an enquiry carries materially lower surcharges than correction after one, and exposure that is found rather than declared tends to surface at the worst possible moment, typically during due diligence on a sale or a funding round. The review is covered by professional confidentiality; what you do with it is your decision, not ours.

    Our tax adviser at home says we are fine.

    They may well be right, and if they are the review is cheap insurance. What they usually cannot do is apply the Spanish domestic residence test, or read the Spanish-language administrative and judicial practice on how your particular convention has been interpreted here. The question is not whether your adviser is good. It is whether the analysis was done from the Spanish side as well as yours.

    How long have we got?

    Spanish tax years remain open for a limited period, so exposure is bounded but it is not bounded at one year. Each year that passes adds a year of potential attribution and removes the option of voluntary disclosure on favourable terms for the oldest one. There is no emergency, but there is a cost to waiting.

    Will you give us a number we can put in the accounts?

    We give a range with the assumptions stated, which is what an auditor can work with. A single figure would imply a precision that attribution analysis does not have. If your auditor needs something more formal we will speak to them directly.

    Do you do this for the country we are in?

    The analysis is Spanish-side, so the answer is generally yes, whatever the other country is. Where the convention is unusual we say so at intake rather than after. We have written publicly on the Indian, US, UK and French conventions, and the Indian one in particular departs from the model in three separate ways.

    Nobody opens a branch by accident. They do create one.

    Submit your situation for review ↗
    Scope and fee confirmed first · No payment at this step · Covered by professional confidentiality