Non-resident director or shareholder of a Spanish SL: what changes and what does not

Two taxpayers, two residences: the SL does not move with you

Your residence and the company's are decided by different rules and need not coincide.

For the company, article 8.1 of Law 27/2014 on Corporate Income Tax governs: an entity is Spanish resident if it meets any of three conditions, incorporation under Spanish law, a registered office in Spain, or its place of effective management in Spain. An SL entered in a Spanish Commercial Register meets the first from day one, so it is resident even if its sole shareholder and director lives in Munich, Dubai or Buenos Aires. It pays corporate income tax: 25% as the general rate, 15% for newly created entities in the first period with a positive base and the next, and the micro-company scale of 19% on the first 50,000 euros of base and 21% on the rest in 2026 (17% and 20% from 2027). The corporate tax calculator estimates the bill and the guide to corporate tax in the first year covers the first year.

For you, article 9 of the personal income tax law governs, to which the IRNR Law refers in its article 6: more than 183 days in Spain, the core of your economic interests here, or the family presumption. One is enough. If you meet none, you are an IRNR taxpayer (article 5) and Spain taxes only your Spanish-source income. The three tests are in the guide to tax residence in Spain. One warning that links the two residences: the core of economic interests counts "indirectly" too, through a company. If the SL is your only source of income, that door opens on its own even if you spend 300 days abroad.

What does not change is the company's life: 303, withholdings, modelo 200, books and accounts. And if it is idle while you decide, what still applies is in the guide to the dormant SL.

What you need to be a shareholder or director from abroad

Being foreign or non-resident does not prevent you from being sole shareholder or sole director of a Spanish SL. What you need is identification and the ability to sign.

• NIE. The number that identifies you before any Spanish administration; the notary and the Commercial Register require it from foreign shareholders and directors. Get it before the deed, not after. And do not confuse things: the NIE neither makes you tax resident nor stops you being non-resident; it only identifies you.
• Representative's digital certificate for the company. It is the key to everything in the section on operating remotely: the tax agency's site, the Commercial Register, Social Security. Issuing it requires proving your identity and that your appointment is current, so plan it while you are still in Spain.
• Notarial power of attorney to someone you trust in Spain, or an electronic authorisation before the tax agency to a gestor, for whatever you cannot sign yourself. A power granted before a foreign notary needs an apostille and usually a translation.
• An address in Spain for the company. A legal person's tax domicile is its registered office provided that its "administrative management and the direction of its business are effectively centralised" there; otherwise it is the place where that management is carried out (article 48.2.b of the General Tax Law). Keep that sentence: it returns in the section on effective management.

If you are the sole shareholder, single-member status is registered at the Commercial Register and stated on all the company's documents and invoices (article 13 of the Companies Act), and your decisions as the general meeting are recorded in minutes under your signature (article 15). None of that requires being physically in Spain.

Your director's fees: IRNR at 24% or 19%

Start with the articles of association. The office of director "is unpaid, unless the articles provide otherwise and set the system of remuneration" (article 217.1 of the Companies Act), and the annual maximum is approved by the general meeting (217.3). If you want to be paid for directing, it has to be written down.

With that in order, the IRNR Law leaves no doubt about where the income sits: article 13.1.e) treats as obtained in Spain "the remuneration of directors and members of boards of directors" of a resident entity. It does not matter where you direct from: the income is Spanish because the company is. From there, three rules:

• Gross base, with no reductions and no allowances (article 24.1). Only residents of the European Union or the European Economic Area with information exchange deduct expenses linked to that income (article 24.6).
• Rate: 24% as a general rule, or 19% if you live in another European Union or European Economic Area state with effective information exchange (article 25.1.a). The United Kingdom and Switzerland, 24%; Norway, Iceland and Liechtenstein, 19%.
• Withholding: the SL, as a resident entity paying income subject to the IRNR, withholds an amount equal to the tax, or to what the applicable treaty allows (articles 31.1.a and 31.2), pays it in and files an annual summary (article 31.5); in practice, on modelos 216 and 296. If tax was withheld, you file no return for that income (article 28.3).

In numbers: fees of 30,000 euros a year bear 7,200 euros of IRNR at 24% and 5,700 at 19%, withheld on payment. The double taxation treaty rarely changes that: treaties following the OECD model say in article 16 that fees a resident of one state obtains as a member of the board of a company resident in the other "may be taxed in that other State". Spain taxes and your country relieves the double taxation.

Directing is not working: where each kind of income sits

This is the distinction that moves the most money and gets explained the least: the IRNR Law treats remuneration for the office and for work differently.

Fees for the office are always Spanish income (article 13.1.e). Employment income is only treated as obtained in Spain "when it derives, directly or indirectly, from a personal activity carried out in Spanish territory" (article 13.1.c.1). If, besides directing, you do work for the company physically from your country, coding, design, sales, that part is not Spanish income: no IRNR, no withholding, taxed where you live. Days worked in Spain count, proportionally.

The consequence is documentary. If everything you draw is called "director's remuneration", all of it is taxed at 24% or 19% in Spain. If the articles set a fee for the office and a separate contract governs the work performed from abroad, each income goes where it belongs. The line has to be real and written down: minutes, contract, duties, evidence of where the work is done.

Two warnings. If instead of a salary you consider invoicing your own SL as a professional from abroad, article 13.1.b.2 comes in, which treats as obtained in Spain services "used in Spanish territory", such as technical assistance or management support for an activity carried out here; there the treaty decides, and those following the OECD model reserve business profits without a permanent establishment to the state of residence (article 7), but without a treaty Spain may tax them. And social security is not decided by these articles but by the EU coordination regulations or the relevant bilateral agreement: what you contribute and where is asked before the first payslip.

Dividends and other income of the non-resident shareholder

When the SL distributes profit, the dividend is Spanish income by definition: article 13.1.f).1 includes "dividends and other income derived from participation in the equity of entities resident in Spain". The rate is 19% wherever you live (article 25.1.f).1), on the gross amount and withheld by the company (article 31).

Here the treaty usually does move money: treaties cap source-state taxation in their article 10, often below 19% and with a lower rate for substantial holdings; the exact percentage is in your country's treaty. For the SL to withhold at the treaty rate it needs, before the payment, your tax residence certificate for the year (article 31.2). Without it, it withholds 19% and the difference is recovered later with a modelo 210.

If the shareholder is a company of yours resident in another EU or EEA state with information exchange, the parent-subsidiary exemption of article 14.1.h) applies: dividends are exempt if the parent holds at least 5% of the subsidiary for one year, both are subject to a tax on profits and the distribution does not result from a liquidation. It does not apply where most of the parent's voting rights are held by residents outside the EU and the EEA, unless there are valid economic reasons.

The rest follows the same logic: interest on a loan you made to the company is Spanish income (article 13.1.f).2) at 19% (article 25.1.f).2) with withholding, and the sale of your shares is a gain at 19% (article 25.1.f).3), with the exemption of article 14 and the treaty to be checked case by case. If tax was withheld, you file no return (article 28.3).

Tax representative, who is liable, and who gets the letters

The General Tax Law requires non-residents to appoint a representative "where tax legislation expressly so provides" (article 47), and the provision that does so is article 10 of the IRNR Law, which in forums turns into a "compulsory for everyone" that it is not.

Article 10.1 requires taxpayers who do not live in another EU Member State to appoint a person or entity resident in Spain in four cases: operating through a permanent establishment, the cases of articles 24.2 and 38, and the administration requiring it "because of the amount and characteristics of the income obtained" or because of owning property in Spain. Residents of EEA states with mutual assistance are outside that duty, and EU residents act under the general rules (article 10.2). The appointment is notified to the tax agency within two months with the representative's acceptance; failing to do so is a serious infringement fined 2,000 euros, or 6,000 from territories without effective information exchange (article 10.4).

For a director whose fees are withheld by the SL: if you live in the EU, you appoint nobody; if you live outside it, not by default either, but the tax agency may require it, and then the two months run. What a tax representative does, and when one is worth having even if not compulsory, is in the glossary.

More important than the representative is who is liable. The paying company "assumes the obligation to pay the amount into the Treasury, and failure to withhold does not excuse it from that obligation" (article 31.3), and article 9 makes the payer jointly liable: if the SL withholds wrongly or not at all, the debt is the SL's. And the letters land in the company's electronic notifications mailbox, compulsory for every legal person, with ten calendar days after which an unopened notification counts as rejected. From abroad, that mailbox is your only radar.

How to deal with the tax agency and the Commercial Register from abroad

Everything an SL does with the administration is done electronically today, and that works in your favour: no periodic formality requires physical presence. What it takes is having the keys properly set up.

• Representative's certificate. With it the company files the 303, the 111 and the 200 on the tax agency's site, files its books and deposits its accounts at the Commercial Register, and reads its notifications. It expires: note the renewal next to the tax deadlines.
• Authorising a gestor. The tax agency lets you authorise a registered agent to file and receive notifications on the company's behalf. It is the usual arrangement: you review the draft from wherever you are, the agent files it.
• Meetings and accounts without travelling. The sole shareholder's decisions are recorded in minutes under their signature (article 15 of the Companies Act), the accounts are signed by the director and the deposit is electronic. Only acts that require a deed, such as changing the director or increasing capital, need a notary: in Spain, before a foreign notary with an apostille, or through an attorney.
• Your own 210, if it applies. If you have a property at your disposal in Spain, the imputed income is declared separately on the modelo 210, which you file yourself with no certificate.

A golden rule for directing remotely: books up to date before each deadline, not in the week of the deadline. A request gives ten days, and if the information sits in a spreadsheet in another time zone, they vanish. What an SL files and when is in the 2026-2027 tax calendar.

The risk of effective management outside Spain

This is the risk most people discover late. The Corporate Income Tax Law defines the place of effective management as the place where "the direction and control of the whole of its activities" is located (article 8.1.c). For Spain your SL is resident anyway, because it was incorporated here. The problem is your country.

Many states treat companies managed from their territory as resident. If every decision of your SL is taken from your home abroad, your country may treat it as resident there, and then two states claim the same company. The treaty breaks the tie: in those following the OECD model, a legal person resident in both states "shall be deemed to be a resident only of the State in which its place of effective management is situated" (article 4.3). For treaty purposes your SL could end up a company of your country of residence. Spanish law anticipates that outcome: the tax period ends "when a change of residence of the Spanish-resident entity abroad takes place" (article 27.2.b), with the consequences of an exit.

There is an intermediate and more frequent risk: that your country regards the SL as having a permanent establishment there, because you, as an agent with authority to contract in its name, habitually exercise it from there. Part of the profit would be taxed in your country.

What reduces both risks is that management be real in Spain, not a letterbox: a real address, administrative management and bookkeeping here, decisions documented and taken in Spain where possible, a Spanish bank, and consistency between the minutes and what actually happens. Remember article 48.2.b of the General Tax Law: if management is not centralised at the registered office, the tax domicile moves to wherever it is. And if the whole business is run from your country, the honest question is not how to hide it but whether a Spanish SL is the right vehicle. That is decided with a professional who knows both systems, before the first invoice.

Who files what, and how to run it from any country

In one table, this is how the work is split between the company and you:

Directing from abroad works when the books and the drafts do not live on anyone's computer. kontora runs in the browser, in Spanish, English and Russian: double-entry books are generated from invoices and expenses, the drafts of the 303, the 111 and the 115 and, on the Negocio plan, the modelo 200 come out box by box, and the app warns you before each deadline. From any country you review and approve; filing on the tax agency's site you do with the company's certificate, or an authorised collaborating gestor does. The IRNR withholdings on your own fees are not generated by the app today: that return is prepared by your adviser, the same one who should review with you where your company's management really is.

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