Regime of companies in formation

Subject to Corporate Tax, except in cases expressly mentioned in article 7 of the consolidated text of the Corporate Tax Law, in which certain entities without legal personality are considered to be taxpayers of Corporate Tax, is conditional on the existence of an entity with full legal personality.

The company in formation constitutes a separate asset or economic unit that can act in commercial transactions, but lacks full legal or corporate personality, hence it does not have the status of a taxpayer of Corporate Tax and, consequently, the income obtained will be subject to attribution to the partners.

If the company is incorporated by public deed and registered in the Commercial Registry or in any other Public Registry in which the registration has a constitutive character, in accordance with its specific regulations (such as the case of cooperative societies or foundations, among others), when the incorporation and the registration in the corresponding Registry take place in the same tax period, at the end of the first tax period the Corporate Tax will be accrued, and the company must pay taxes on all income obtained in it, unless expressly mentioned in the company bylaws regarding the existence of a date of commencement of operations other than the date of granting of the deed of incorporation.

If a tax period ends once the company has been formed but not registered, the income obtained in this period will be attributed to the partners.

The obligation to file a Corporate Tax return (box 620 “High”) arises from the moment the entity acquires legal personality by registering in the corresponding Public Registry.

Commercial companies acquire legal personality from the date of application for registration in the Commercial Registry. In accordance with article 55.1 of the Commercial Registry Regulations (Royal Decree 1784/1996, of July 19, approving the Commercial Registry Regulations, BOE of July 31), the date of the filing entry is considered as the date of registration.

In turn, in order to be able to the obligation to file a Corporate Tax , it is necessary that the company be effectively dissolved and liquidated (which in the case of commercial entities requires the corresponding extension of the cancellation entry in the Commercial Registry), since if there is a cessation without dissolution, said obligation must be deregistered. In these cases, box 150 “drop in the census of entrepreneurs and professionals” cannot be checked.