The Ultimate Beneficial Owner (UBO) can generally be defined as the person who ultimately owns or controls (whether directly or indirectly) more than 25% of the company’s shares or voting rights or controls the entity through other means.
In 2018, new obligations came into force requiring Spanish companies to disclose their Ultimate Beneficial Owner (UBO) on a Spanish UBO Register. All companies with a registered address in Spain that file accounts before the Commercial Registry should identify the Ultimate Beneficial Owner (UBO), except for:
The figures above are indicative of the tax payable during a Spanish property purchase but the actual costs will depend on your particular circumstances and the region you are looking to purchase in, so please contact us for an accurate estimate.
This information is only available to a limited number of entities upon request, subject to their legitimate interest.
Spain requires the Ultimate Beneficial Owner (UBO) to be identified through an annual form that is filed at the Commercial Registry. This requirement came about as a result of the Spanish Ministry of Justice Ministerial Order 319/2018 which requires Spanish non-listed companies to disclose their ultimate beneficial owners to the Companies Registry and keep said information updated. This EU Directive was motivated by the prevention of the use of the financial system for the purposes of money laundering or terrorist financing.
This form needs to be filed when the annual accounts are submitted. For existing companies, this was due upon first submission following 21 March 2018 and for newly created companies, with the submission of their first annual accounts. Following the first presentation, this form only needs to be completed if there have been any changes to the UBO. Individuals who hold, directly or indirectly, more than 25% of the share capital, qualify as the UBO.
Additionally, those companies that have an indirect UBO will need to disclose the information on the legal persons that intervene in the chain of control of the Spanish company. If a company does not have a direct or indirect UBO, it needs to identify in the form the members of its management body. In subsequent years this form will only need to be completed if there have been changes in relation to the previously identified. This UBO reporting obligation aims at improving transparency in (very often) complex ownership structures of legal entities.
The UBO must be identified in any financial transaction. While most international authorities will require the professionals involved to self-identify, there are three main ways to identify the UBO if he/she is unknown:
Failing to identify this individual creates a legal liability on the other parties involved in a transaction, including their professionals.
The UBO register established under the 4th Anti-Money Laundering Directive (AMLD 4) of the EU is a country-specific central register that lists beneficial owners of companies, trusts, foundations, and other legal arrangements like trusts.
When we are talking about corporate entities, the beneficial owner is defined as the natural person who ultimately owns or controls, directly or indirectly, more than 25% of the shares or voting rights, or controls the entity through other means.
Regarding trusts and other legal arrangements similar to trusts, the trustees must file in the UBO register the information referred to below of the following persons:
At the very least, the following information must be included in the UBO register for the persons mentioned above:
Del Canto Chambers’ dual-qualified, multilingual tax lawyers have handled over 500 complex cases from Europe, the Middle East, Latin America, and Asia. Discerning London-based and international clients, corporations, solicitors, and tax advisors count on our expertise.
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The Beckham Rule is a special Spanish tax regime for expatriates. It allows qualifying individuals to pay a flat tax rate on employment income and to be treated as non-residents for certain other tax purposes.
Any individual who moves to Spain for professional reasons and has not been tax resident in Spain during the five previous tax years may apply. This includes employees, remote workers, directors, and certain entrepreneurs.
Qualifying income is taxed at a flat rate of 24% up to €600,000. Income exceeding that threshold is taxed at 47%.
You must not have been considered a tax resident in Spain during the five tax years immediately preceding your relocation.
Your move to Spain must be for genuine employment or professional reasons, such as:
Holding an employment contract with a Spanish or foreign companyWorking remotely from Spain under a Digital Nomad Visa
Acting as a highly qualified professional or entrepreneur conducting a business activity in Spain
Serving as a director of a company, provided that—if the company is asset-holding—you hold no more than 25% of its shares
You must apply for the regime within six months of registering with the Spanish Social Security system (Seguridad Social). This deadline is strictly enforced.
The regime applies for a total of six tax years: the year you become a Spanish tax resident and the following five full years.
The regime applies for a total of six tax years: the year you become a Spanish tax resident and the following five full years.
Under the Beckham Rule, all employment and professional income is taxable in Spain, regardless of where it is earned. However, income from non-Spanish sources—such as interest, dividends, investment income, and capital gains—is not subject to Spanish tax.
You are only subject to Wealth Tax and Solidarity Tax on assets located in Spain. Foreign assets are excluded from the Spanish tax base during the six-year period.
Your spouse and dependent children under 25 (or of any age if legally disabled) may also benefit from the regime, provided they meet the requirements and file separate applications.
If you move to Spain to act as a director, you may apply regardless of your shareholding. However, if the company is an asset-holding entity, your ownership must not exceed 25%.
If you cease to be tax resident in Spain before completing the six-year period, you will automatically lose the benefits of the regime. From that point onward, you will be taxed under the general Spanish tax system, which includes progressive rates and worldwide income taxation.
Del Canto Chambers has a specialised team ready and eager to support you to apply for Spanish nationality. If you are interested in applying and would like to know if you are eligible, we would be delighted to help you.
Del Canto Chambers specialists are constantly up to date with new legislative changes and aware of any Spanish tax and legal implications. Contact our Spanish legal and tax specialists to find out the best tax planning and corporate structures in your circumstances.
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