How to pay yourself from your own Spanish SL: director's remuneration, invoice or dividend

Why you cannot just take money out of your SL

When you were an autónomo, the account balance was yours. In an SL it stops being so: the company has its own legal personality and its cash answers for its debts, not yours. A transfer to your personal account with no documented cause does not vanish: the books record it as a loan from the company to its shareholder, a related-party transaction to be valued at market terms, interest included. If it is never repaid, the tax agency can treat it as disguised remuneration or an undeclared dividend, with the withholding never applied and the corresponding penalty.

The cause therefore has to exist before the transfer and fit one of these three routes:

• Remuneration for the post of director, which is employment income in your personal income tax (IRPF).
• An invoice for professional services you provide to the company as an autónomo, which is business income.
• A dividend out of profit, which is investment income.

All three can coexist in the same person, and that is the norm: a fixed fee for managing, invoices for the technical work, and at year-end a dividend if there was profit and the shareholders resolve to pay it. What cannot happen is a transfer that belongs to none of them. The full map of what the company has to do is in the Spanish SL tax guide; if you are still weighing self-employment against a company, the comparison is in autónomo or SL.

Route 1: remuneration as director (the salary for the post)

The starting point is company law, and it is often overlooked: under article 217 of the Capital Companies Act, the post of director is unpaid unless the articles of association say otherwise and set the remuneration system (a fixed amount, attendance fees, profit share, variable pay, and so on). In addition, the shareholders' meeting approves the maximum annual amount for all directors together, which stays in force until it is changed, and the remuneration must bear a reasonable proportion to the importance of the company and its financial position.

In plain terms: if your articles do not say the post is remunerated, you cannot be paid for being director. The standard articles used in many fast incorporations say exactly the opposite, so the first step is usually to amend them before a notary and register the change at the Registro Mercantil. Without that cover, the director's pay is not a company expense but a payment without cause, with the consequences we will see under deductibility.

With the cover in place, the remuneration works like a salary for tax purposes, with one important difference in the withholding. Article 101.2 of the personal income tax act sets, for employment income received in the capacity of director, a flat rate of 35%, which drops to 19% when it comes from entities with turnover under 100,000 euros, on the terms the regulations specify. It is not calculated on your personal circumstances as in an ordinary payslip: it is a flat percentage. The company pays it over each quarter on modelo 111 and summarises it in January on modelo 190; the detail is in the guide to modelos 111 and 115, and you can see the effect of each rate in the withholding calculator.

In your annual income tax return that amount is employment income and is taxed in the general base, on the progressive scale that runs, adding the state bracket and a reference regional bracket, from 19% to 47% depending on your total income. The 35% withholding is only a payment on account: if your real rate is lower, the difference comes back in the annual return.

For social security, whoever controls the company and works in it does not contribute under the general employee scheme: they contribute to the RETA as an autónomo societario, and that contribution is paid by you, not the company, unless the company takes it on as additional remuneration in kind. The starter tarifa plana has not usually been applied to societarios, so count on the full contribution from month one; the 2026 autónomo quota calculator gives an estimate.

Route 2: invoicing your company as a professional

The second route is to provide services to your SL as an autónomo and invoice them: you are the developer, consultant or designer who does the work the company sells. It pays for the activity, not the post, which is why it can coexist with an unpaid directorship.

What it requires:

• Census registration as a professional on modelo 036, under the heading for your activity, with the VAT and income tax obligations that entails; in practice it is the same registration as any autónomo. Plus RETA registration, which as a controlling shareholder you already owe as an autónomo societario.
• A full invoice with VAT, unless your activity is exempt, and with the professional withholding: 15% as a general rule, or 7% in the year of registration and the two following years if you notify the company in writing (article 101.5 of the personal income tax act). The company pays that withholding on the 111 and declares it on the 190, exactly as if you were an outside supplier.
• Market value. This is the key: article 18 of the corporate tax act treats a company and its shareholders holding 25% or more as related parties and requires transactions between them to be valued at the price independent parties would have agreed. Your rate to your own company has to resemble what you would charge a third party, and you have to be able to justify it with documentation (simplified for companies of your size). Invoicing 1,000 euros for work worth 8,000, or the reverse, is an adjustment waiting for an inspection.

In your annual return, what you invoice is business income: it goes in the general base, on the same 19% to 47% scale, but with the advantage of deducting the expenses of the activity and, under simplified direct assessment, the 5% hard-to-justify allowance capped at 2,000 euros. And the invoice brings the autónomo's quarterly rhythm: modelo 303 for the VAT charged and, depending on the weight of withholdings in your income, modelo 130 for income tax instalments.

A warning about the limit of this route. If all you do for the company is manage it (sign, decide, represent), there is no professional service to invoice: that function belongs to the post and is paid, or not, through route 1. Invoicing as "consultancy" what is really the management of the company exposes both the deductibility of the expense and the classification of the income.

Route 3: the dividend

The dividend pays neither for the post nor for the work: it pays for the capital. That is why its requirements are company-law ones and its moment is the year-end, when the shareholders approve the annual accounts and decide how to apply the result.

What the Capital Companies Act requires:

• Profit or freely distributable reserves to pay it from (article 273.2). With no profit for the year and no accumulated reserves there is no possible dividend, however much cash there is.
• Legal reserve covered: before distributing, 10% of the year's profit goes to the legal reserve until it reaches 20% of share capital (article 274).
• Net equity not below share capital, neither before nor as a result of the distribution; if earlier losses leave it below, the profit goes first to covering them (article 273.2).
• A shareholders' resolution, or the sole shareholder's decision recorded in minutes, setting the amount and the payment date.

For tax, the dividend is investment income in your IRPF (article 25.1 of the personal income tax act). The company applies a 19% withholding when paying it (article 101.4), pays it over on modelo 123 and summarises it in January on modelo 193. In your annual return it goes into the savings base, which has its own scale (articles 66 and 76 of the act, adding the state and regional parts):

What makes the dividend different is that the money was already taxed once before it reaches you: the company paid corporate tax on that profit (25%, the 15% new-company rate or the micro-company scale), and then you pay savings tax. The real burden is the sum of the two. If you live outside Spain, the dividend is not taxed under IRPF but under non-resident income tax, with your country's treaty in between: the guide to non-resident taxation explains it.

Paying a dividend out involves more steps than fit in this section: working out the distributable result, funding the legal reserve, drafting the minutes and filing modelos 123 and 193 on time. The guide to paying dividends from a Spanish SL walks through the whole sequence.

Deductibility for corporate tax: what reduces the base and what does not

From the company's side, the question is whether what it pays you reduces its taxable base on modelo 200. The answer differs for each route, and article 15 of the corporate tax act sets it:

• Director's remuneration: deductible if covered. Article 15.e expressly excludes from non-deductible gifts "remuneration paid to directors for performing senior management functions, or other functions arising from an employment contract with the entity". And article 15.f denies the deduction of expenses for actions contrary to the law: remuneration paid without the articles providing for a remunerated post, or above the maximum approved by the shareholders, is the classic case in which the tax agency challenges the expense. With articles, a shareholders' resolution and withholding applied, it is a staff cost like any other.
• Professional invoice: deductible at market value. It is a business expense, correlated with income, supported by the invoice and the withholding. If the price departs from market value, the article 18 adjustment corrects the company's base, and in your IRPF, yours.
• Dividend: never deductible. Article 15.a says so without qualification: expenses "representing a return on equity" are not deductible. The dividend comes out of profit after tax; it does not reduce it.

A fourth case, a common one: personal expenses paid with the company card. They are not remuneration under any route; they are gifts under article 15.e or, if the tax agency reclassifies them, remuneration in kind without withholding. Every expense the company pays for you without cause ends up as your income plus a surcharge. Separate bookkeeping, with the shareholder's account settled at year-end, avoids it; how to keep it is in the guide on how to keep the books.

The three routes in one table

A summary of what each route requires and how it is taxed for a shareholder-director resident in Spain:

Two clarifications on the table. RETA contributions do not depend on the route but on your situation: if you control the company and work in it, you contribute as an autónomo societario even if you only take dividends. And the IRPF percentages for the general base are the reference aggregate scale, adding the state bracket and a typical regional one; yours will depend on the region where you live.

Criteria for deciding, without recipes

There is no "tax-optimal" route in the abstract, because the variables change from one person to the next. The criteria that do hold for everyone:

1. Do you need regular income or can you wait for year-end? The dividend arrives only once the accounts are approved, and only if there was profit. Someone who lives off the company needs director's remuneration or monthly invoices; the dividend is the year-end complement, not the salary.
2. What do you actually do for the company? If you manage and also produce, the natural combination is director's remuneration plus invoices for the technical work. If you only manage, the professional invoice has no place. If you are only an investor, the dividend is the only route.
3. Your marginal rate against the company's. Remuneration and invoices are a company expense and your income in the general base; the dividend is taxed twice, in corporate tax and in the savings base. Compare the real sum with your own figures, not with a headline: with a 15% new-company rate and a dividend at 19%, the result is different from 25% and a high step of the savings scale. The corporate tax estimator gives the first half of the calculation.
4. The fixed cost of RETA. You pay it whichever route you use, so it is not an argument for one or the other; it is an argument against leaving an unpaid post and an autónomo contribution paid out of your own pocket with no remuneration to justify it.
5. Your tax residence. If you do not live in Spain, each route changes tax and withholding, and the treaty with your country decides where the dividend and the salary are taxed. It is the first fact to settle, not the last.
6. Documentation. Articles, shareholders' resolutions, a services contract, invoices, minutes on the application of the result. The route you cannot document does not exist for the purposes of an inspection.

And a criterion of prudence: changing route is easy going forward and hard going back. Director's remuneration paid for three years without cover in the articles is not fixed by amending the articles today.

Keeping the three routes in your SL's books

Whatever the combination, the company has to record it correctly: the director's remuneration as a staff cost with its 35% or 19% withholding, the shareholder's invoice as an expense with VAT and professional withholding, the dividend as an application of the result with its 19% withholding, and any balance with the shareholder in its own account, visible and settled. From there come the 111 and 190, the 123 and 193 for the dividend, and the part of your annual return for each income.

kontora records each of those transactions in your SL's double-entry books and carries the withholdings into the box-by-box drafts of modelo 111 and the 190, together with the other withholdings the company applies; the resolution on the application of the result and the dividend are reflected in the year-end close and in the annual accounts you then deposit. What the app does not decide for you is the route: that decision, with its articles and its resolutions, remains yours and your adviser's, and so does filing on the AEAT website.

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