Dormant Spanish SL: what stays mandatory when you are not trading

"Dormant" is not a tax status: what it really means

The first thing to clear away: there is no official "dormant SL" status that reduces obligations. A sociedad limitada incorporated under Spanish law is tax resident in Spain and a taxpayer of the Impuesto sobre Sociedades, the corporate income tax, from its registration until it is extinguished (article 8.1 of Law 27/2014). Article 124.1 of the same law requires "taxpayers" to file a return, with no exception for lack of activity: the only entities excused are the fully exempt bodies of article 9.1 (the State or the Bank of Spain, not your SL).

VAT works the same way. Article 71.1 of the VAT Regulation requires the periodic returns and the annual summary "even where no VAT has accrued and no input VAT is deducted". As long as the company remains registered for the obligation, silence is not an option.

The word "dormant" does appear in three places: in the census declaration with which you tell the tax agency that activity has ceased, in the modelo 200 filed with a zero base, and in the Companies Act, where more than a year of inactivity is a legal ground for dissolution. None of the three is a pause button; together they are the map of this guide. The full circuit of an SL that does invoice is in the Spanish SL tax guide.

The full list: what still applies and what does not

This is the year of a non-trading SL with a calendar financial year:

Outside the table, three things keep existing even if nobody looks at them: the tax domicile, the tax number and the electronic notifications mailbox, compulsory for every company and the classic blind spot of a dormant SL: nobody logs in, a request arrives, after ten calendar days it counts as notified and the clock runs regardless. And the director's RETA contribution, if there was one, does not stop by itself either.

The exact dates for this year and next, including the shifts for weekends, are in the 2026-2027 tax calendar.

The zero modelo 200: why it is filed and what happens if it is not

The 200 is filed "within the 25 calendar days following the 6 months after the end of the tax period" (article 124.1 of the Corporate Income Tax Law): 1 to 25 July if your financial year is the calendar year. Without activity, the result is usually a small loss (bank, accountant, fees) and the tax due is zero. It is filed all the same.

There is also a practical reason to file it carefully: those losses are negative taxable bases that article 26 lets you offset against future profits, and a negative base that was never declared does not exist. How the tax behaves in a year without profit is explained in the guide to corporate tax in the first year.

And if you do not file? Three steps, from mild to serious:

• A fixed penalty. Failing to file a return on time where no money is owed is a minor infringement with a fixed fine of 200 euros (article 198.1 of the General Tax Law), halved if you file it yourself before the tax agency asks (article 198.2). If tax were due, a surcharge would apply instead: see the guide to what to do when you miss a deadline and the late-filing surcharge calculator.
• Provisional removal from the Index of Entities. Three consecutive tax periods without a 200 and the tax agency orders provisional removal (article 119.1.b of the tax law), notified to the Commercial Register: a marginal note, and nothing is registered without a certificate of reinstatement (article 119.2). The removal "does not exempt the entity from any of its tax obligations" (article 119.3).
• Revocation of the tax number. Covered below, because it arrives by more than one road.

Annual accounts and books: the company-law duty that ignores turnover

This block is run not by the tax agency but by the Registro Mercantil, the Commercial Register, and it is the one dormant SLs breach most, because "there is nothing to report". There is: a balance sheet showing the capital, the bank balance and the year's loss is an annual account like any other.

The circuit is the usual one, with three deadlines counted from year-end:

1. Drawing up by the director within three months of year-end (article 253.1): by 31 March with a calendar year.
2. Approval by the general meeting within the first six months of the year (article 164.1): by 30 June. In a single-member company the sole shareholder exercises the powers of the meeting and records the decisions in minutes under their signature (article 15).
3. Deposit at the Commercial Register within the month following approval (article 279.1): by 30 July if you approved on 30 June.

Before all that, the accounting books, the journal and the book of inventories and annual accounts, are filed electronically with the Register within four months of year-end, by 30 April, and kept for six years (article 30 of the Commercial Code). How to keep that minimal bookkeeping painless is in the guide on how to keep the books.

Not depositing has three concrete consequences:

• Register closure (article 282): while the breach persists, no document of the company is registered, except the removal of directors, the revocation of powers of attorney, the dissolution with appointment of liquidators, and entries ordered by a court. The exit door is left open and every other door is shut.
• A fine of 1,200 to 60,000 euros imposed by the Accounting and Audit Institute (ICAC) after a formal procedure (article 283.1).
• Revocation of the tax number where the failure to deposit is established for four consecutive years (article 147.1.f of the General Regulation on tax procedures, Royal Decree 1065/2007).

The 036 cessation: what it switches off, what it does not, and when to file it

This is the only real lever you have. With the modelo 036, the census declaration, you tell the tax agency that the company has ceased its activities. The General Regulation on tax procedures covers it in article 10 (declaration of modification) and article 11 (removal from the Census of Businesses, Professionals and Withholders for "those who cease all business or professional activity"). In both cases the deadline is one month from the event (articles 10.4 and 11.2).

What it switches off: the 303 and the 390 for periods after the cessation, the withholdings of modelos 111 and 115 if you no longer pay anything subject to withholding, the 202 instalments, the IAE business headings, and the entry in the Register of Intra-Community Operators, whose removal must be expressly requested when VAT-taxable activities stop (article 10.2.e).

What it does not switch off: the company keeps existing, stays in the Census of Taxpayers with its tax number and tax domicile, keeps filing the 200 every year, keeps its books and keeps depositing accounts. Article 11.2 says so itself: the removal is filed "without prejudice to the person or entity having to file the returns and comply with the tax obligations that fall on it". Removal of the company as such comes only with dissolution, with one month from the cancellation of its entries at the Commercial Register (article 11.3).

Two practical warnings. The year of cessation is not clean: up to the quarter in which you cease there is a 303, and the following January a 390 for that year. And once deregistered for VAT, the input VAT on the expenses that remain (accountant, bank) can no longer be recovered; if you plan to restart within months, it sometimes pays to stay registered and file nil 303s.

A year of inactivity: the presumption of cessation, the Index of Entities and the tax number

The Companies Act puts a clock on inactivity. Article 363.1.a) requires the company to be dissolved "on cessation of the activity or activities forming its corporate purpose", and adds: "cessation shall be deemed to have occurred after a period of inactivity exceeding one year". It is not automatic: it is a ground for dissolution, and it binds you as director.

When a legal ground exists, article 365.1 gives you two months to call the meeting, which may resolve to dissolve or to remove the ground, for instance by restarting the activity. If it is not called or resolves nothing, judicial dissolution follows (article 366). The real sanction is in article 367.1: a director who fails in that duty is jointly and severally liable for the company's debts arising after the ground appeared, and debts are presumed to be later unless proven otherwise. In a single-member SL with no debts the risk is low; the day it signs a lease or takes a loan with the ground unresolved, limited liability stops being limited for its director.

The tax agency runs its own clocks. Besides the removal from the Index of Entities after three unfiled 200s, there is the revocation of the tax number under article 147 of the General Regulation on tax procedures, and two of its cases describe precisely the SL that never started and the one left to die: one that does not start its activity, or the acts preparing for it, within three months of applying for the tax number, unless impossibility is shown (letter c), and one that fails to deposit accounts for four consecutive years (letter f). The revocation is published in the BOE, blocks the certificate of being up to date with tax obligations (paragraph 5) and is only reversed by proving that the cause has disappeared (paragraph 8). In practice it freezes the bank account and every dealing with the administration.

Dissolution for losses: when fixed costs eat the capital

This is the ground for dissolution almost nobody sees coming, because it triggers without anything visible happening. Article 363.1.e) requires dissolution "for losses that reduce net equity to less than half of the share capital, unless the capital is increased or reduced sufficiently".

Run the numbers on the typical dormant SL: capital of 3,000 euros, no income, and a few hundred euros a year in bank, register and accountant or software fees. If it loses 1,000 euros a year, at the end of the second year net equity is 1,000 euros, below half the capital, and the ground has already arisen. With today's minimum of one euro (article 4.1 of the Companies Act) the threshold is crossed by the first bank fee. And the same two-month deadline and the same director liability run as above.

The ways out are the ones the article itself lists, plus a third worth knowing:

• Reduce the capital to absorb the losses, if the capital allows it, or increase it.
• Contribute money as a shareholder without increasing capital, to restore net equity: a corporate transaction subject to but exempt from transfer tax (articles 19.1.2 and 45.I.B.11 of its consolidated text). A shareholder loan does not work: it is a liability, not equity, and the ground remains.
• Dissolve, which is the next section.

What does not work is not looking: net equity comes out of the balance sheet you draw up every year, so the ground is written down in your own deposited accounts, visible to any creditor.

Keep it asleep or wind it up: how to decide

The decision comes down to comparing two columns.

Keeping it asleep costs, every year: minimal but real bookkeeping, filing the books, the modelo 200, the annual accounts, the 303 and the 390 if you did not declare the cessation, bank fees, and an accountant or software. Plus the risks in this guide if something slips.

Winding it up costs, once: the dissolution resolution, the appointment of a liquidator, the final balance sheet, the deed of dissolution and liquidation, registration at the Commercial Register with cancellation of the sheet, and three closing tax steps. Corporate transactions tax: dissolution is subject to it (article 19.1.1 of the consolidated transfer tax text), the base is "the value of the assets and rights delivered to the shareholders, without deducting expenses and debts" (article 25.4) and the rate is 1% (article 26): return the 3,000 euros of capital to yourself and that is 30 euros. The last modelo 200: the tax period ends on extinction (article 27.2.a of the tax law) and the return is filed within 25 days after six months from that date. And the final 036 removal, in the month following cancellation at the Register (article 11.3 of the General Regulation on tax procedures). Notary and registrar fees vary: ask for a quote.

The decision rule that falls out of those two columns:

• Wind it up if there is no concrete plan to restart within twelve months and nothing justifies keeping the tax number: no licence, trademark, contract or banking history worth what it costs to maintain.
• Keep it asleep, but clean, if there is such a reason: cessation on the 036 within the month, a zero 200 every July, accounts drawn up and deposited, net equity watched and no new debt. Reactivating later is a census declaration reporting the start of activity (article 10.2.c), not a new incorporation.

And if the company is dormant because you have moved abroad, there is one more layer: the position of the non-resident director, which changes how your remuneration is taxed and how you sign from abroad, but changes nothing of what you have just read.

Running a dormant SL without it costing more than the SL itself

A dormant SL needs little, but on time: four dates a year, a nil 303 every quarter if it stays registered, and books that support a balance sheet with no surprises. The problem is never the difficulty; it is remembering.

That is what kontora is for. With the handful of movements of a dormant company, the double-entry books build themselves; from them come the books to file, the balance sheet and profit and loss account for the annual accounts, and the drafts of the nil 303, the 390 and, on the Negocio plan, the modelo 200 with the year-end close. It warns you before each deadline; the notifications mailbox you keep checking yourself. If you pause activity, the pause plan keeps your data read-only with the alerts active (see pricing). Filing with the tax agency and depositing at the Commercial Register you do yourself with your certificate, or a collaborating gestor does it in your name.

Frequently asked questions

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