Spain runs a staged annual cycle. The directors prepare the accounts within three months, the shareholders approve them within six, the company deposits them with the Mercantile Registry within one month of approval, and the corporate tax return follows in July. Quarterly VAT, withholding and prepayment forms run alongside. For a foreign-owned subsidiary, the real risk is a missed meeting or a deposit that stalls over a formal defect.

This guide covers the private limited company (sociedad de responsabilidad limitada, S.L.), the usual vehicle for a foreign-owned subsidiary, and notes where the public limited company (S.A.) and a branch differ. It is written for founders and for legal, finance and operations teams.

Updated November 9, 2026. Spanish deadlines move when a date falls on a weekend, as 25 July did in 2026, so this guide separates the statutory rules from the dates published for the current year and tells you where to confirm them with the tax agency (AEAT) and the registry.

Entity compliance Spain: the quick answer

• The directors prepare the annual accounts within three months of year-end, which is 31 March for a calendar-year company.

• The shareholders approve the accounts at a general meeting within six months of year-end, so by 30 June, and the company deposits them with the Mercantile Registry within one month of approval.

• File the corporate tax return (Modelo 200) in the 25 days after the six months following year-end. For 2025 returns, the agency published a window of 1 to 27 July 2026 because 25 July fell on a Saturday.

• File quarterly VAT and withholding returns and pay corporate tax prepayments in April, October and December, according to professional sources.

What determines a Spanish company's compliance requirements?

The legal form, size and tax regime decide the workload. Every S.L. prepares, approves and deposits annual accounts, even when quiet. Companies above size limits need a statutory audit, and the auditor's report is deposited with the accounts. Smaller companies can use abridged accounts and skip the cash flow statement.

Tax profile matters. The general corporate tax rate is 25 percent according to professional sources, with reduced rates for some new and small companies. The standard VAT rate is 21 percent. Because several taxes follow quarterly calendars, a company with quarterly VAT and monthly or quarterly withholding has a busy rhythm even before the annual items.

Annual entity requirements in Spain: the core checklist

1. Preparing the accounts

The directors prepare the accounts, which include a balance sheet, a profit and loss account, a statement of changes in equity and notes, within three months. A management report is added for larger companies. Directors sign the accounts, and a missing signature must be explained. Keep the working papers and the signed set.

2. General meeting approval

The shareholders approve the accounts and the allocation of profit within six months of year-end. The minutes must record the approval and the profit proposal, and they form part of the deposit package, according to professional sources. Companies can meet in person, by video where the articles allow, or by written resolution in limited cases. If the meeting is not held, the registry can refuse the deposit and a shareholder can request an auditor.

3. Deposit with the Mercantile Registry

The company deposits the approved accounts within one month of approval, so by 30 July at the latest if the meeting was on 30 June, according to professional sources, though some sources apply a window of 1 to 25 July in practice. The filing is electronic, and one source reports a registry fee of EUR 55.95 before VAT for a standard deposit without an audit report. A company that fails to deposit can face fines and the registry can close its page to new filings, which blocks other corporate acts.

4. Corporate tax return and prepayments

The Modelo 200 is filed electronically in the 25 days after the six months following year-end, with direct debit available a few days earlier. For 2025 the agency window ran from 1 July to 27 July 2026. Prepayments under Modelo 202 are due in April, October and December. The return should agree with the filed accounts.

5. Beneficial owners and related-party reporting

Spanish companies must identify beneficial owners and, depending on the current rules, report them to the registry and the central register, so confirm the current system with your adviser. Related-party transactions need arm's-length terms, and larger groups file related-party information forms and transfer pricing documentation. Annual accounting books are also presented to the registry for legalisation within a set period.

Tax and indirect tax obligations

VAT returns are generally quarterly through Modelo 303, due by the 20th of the month after the quarter, with a fourth-quarter return in January, and monthly filing for larger companies. Withholding returns for payroll and professionals, such as Modelo 111, follow the same quarterly pattern, according to professional sources. Annual summaries, such as the informative return of operations with third parties above a threshold, are filed in the early part of the year.

Payments to non-residents, such as dividends, interest and royalties, can attract withholding tax under domestic law, with relief under treaties and EU directives when residence certificates are in hand. Thin capitalisation style limits on interest deductions apply.

Foreign-owned subsidiaries

Foreign persons can own Spanish companies. An S.L. needs at least one shareholder, an administrator, a registered office in Spain and minimum share capital of EUR 3,000, according to professional sources. Foreign shareholders and directors obtain a foreigner identification number (NIE) and a Spanish tax number. Foreign corporate shareholders provide apostilled documents with sworn translations.

Banks apply due diligence to foreign-owned accounts and ask for beneficial owner evidence. Certain sectors and investors from outside the EU face screening of investments, so check whether your transaction needs prior authorisation.

First-year and event-triggered obligations

In the first year, the company is incorporated before a notary and registered with the Mercantile Registry, obtains a tax number, registers for VAT and corporate tax, registers employees with social security, opens a bank account and sets up its books. The first financial year follows the articles.

Events that trigger filings include a change of administrators, a share transfer, a capital change, a change of registered office, a change of articles, a merger and a dissolution. Many require a notarial deed and registry entry, and ownership changes affect the beneficial owner records.

Employment and local requirements

Spanish employers register with social security, enrol each employee before work starts, pay contributions monthly and withhold personal income tax. Employees have written or standard contracts, 30 calendar days of annual leave, notice and severance rights tied to the type of termination, and collective agreements apply in many sectors. Many foreign-owned subsidiaries use a local payroll provider and a gestoría.

Record-keeping and governance in Spain

The Commercial Code requires companies to keep books and documents for six years from the last entry, and tax law can require longer retention for items affecting later years, so ask your adviser for the schedule. Keep the signed accounts, the general meeting minutes, proof of deposit, tax return receipts and the registry correspondence. A foreign parent should book the June meeting early in the year, since a late meeting delays every later step.

Build a compliance calendar for Spain

A compliance calendar turns the rules above into dated tasks with named owners. Start from the financial year-end and the incorporation anniversary, then add the recurring monthly and quarterly items. Review it each quarter, because deadlines, extensions and registry systems change.

• By 31 March: directors prepare and sign the accounts.

• By 20 April: file the first-quarter VAT and withholding returns and pay the first corporate tax prepayment.

• By 30 June: hold the general meeting and approve the accounts.

• Within one month of approval: deposit the accounts with the Mercantile Registry.

• 1 to 25 July, or the published window: file Modelo 200 and pay the tax.

• In October and December: pay the corporate tax prepayments and file the quarterly returns.

Common mistakes

• Holding the general meeting after the six-month limit.

• Assuming the deposit deadline is the same as the tax return date.

• Forgetting Modelo 202 prepayments.

• Using the wrong weekend-adjusted date for the tax return.

• Skipping the legalisation of the accounting books.

• Not obtaining an NIE for a foreign director before incorporation.

Entity compliance Spain: frequently asked questions

When must Spanish accounts be approved?

Within six months of year-end, so by 30 June for calendar-year companies.

When are accounts deposited?

Within one month of approval at the Mercantile Registry.

When is Modelo 200 due?

Between 1 and 25 July for calendar-year companies, and 1 to 27 July in 2026 because 25 July was a Saturday.

What is the corporate tax rate?

25 percent, according to professional sources, with reduced rates for some companies.

Does a dormant S.L. file accounts?

Yes. Every S.L. deposits its accounts, even a quiet one.

What is the standard VAT rate?

21 percent.

How CoverPin can help

CoverPin helps finance, legal and operations teams track entity obligations across countries. See our international entities overview, learn about compliance advisory, or browse more guides in our legal and compliance resources.

This article is general information, not legal, tax or accounting advice. Confirm current requirements with the relevant authority or a qualified local adviser before acting.