When does a Spanish subsidiary have to file Form 232?

A Spanish subsidiary must file Form 232 where the aggregate of transactions with a single related party exceeds 250,000 euros in the financial year, where it carries out specific transactions above 100,000 euros, or where transactions of the same type and valuation method exceed 50% of its turnover. The three thresholds operate independently: meeting one is enough.

The filing deadline is the month following the ten months after the end of the tax period, under article 4 of Order HFP/816/2017. For a financial year ended 31 December 2025, the window runs from 1 to 30 November 2026.

This article does not explain what Form 232 is or how to complete it box by box. That is covered in the general guide to Form 232. What it answers is the prior and far more common question inside a tax function: whether this particular subsidiary, with these particular transactions, is caught at all. It is a question resolved by one addition and three comparisons, and the mistakes almost always come from the same three blind spots.

What thresholds trigger the obligation to file Form 232?

The thresholds are set out in article 2 of Order HFP/816/2017, which approved the form. There are five triggers, three of them quantitative and two with no threshold at all.

The persons required to file, under article 2.1, are corporate income taxpayers, non-resident income taxpayers operating through a permanent establishment, and foreign look-through entities with a presence in Spanish territory. A Spanish subsidiary of a foreign group falls into the first category; a branch into the second.

How is the 250,000 euro threshold calculated?

The calculation is per counterparty, not per transaction. Article 2.1.a) refers to the “consideration for the aggregate of transactions in the tax period” carried out “with the same related person or entity”, measured “at arm’s length value”.

Two consequences follow, and both are routinely missed. First, a subsidiary buying goods from its parent for 180,000 euros and paying it a further 90,000 euros in royalties crosses the threshold, even though neither transaction reaches it on its own. Second, the threshold resets for each counterparty, so transactions of 200,000 euros with five separate sister companies do not trigger this test, however much they add up to in total.

The Order does not settle the computation in a single sentence, so it is worth reading each provision. Article 2.1(a) sets the threshold on “the consideration for the set of transactions in the tax period”, without distinguishing sign. And article 3.1 is emphatic about how the form is completed: income and payment transactions must be kept separate, “with no netting between them even where they relate to the same item“. The ban on netting is written for completion, but it is the only criterion the Order expresses on income versus payments, and the prudent reading is not to net when measuring the threshold either: netting can leave out a relationship that should have been reported.

What are the specific transactions caught by the 100,000 euro threshold?

They are the transactions excluded from the simplified documentation content, by express cross-reference in article 2.1.b) of the Order to article 18.3 of Law 27/2014 and article 16.5 of the Corporate Income Tax Regulations. The list is closed:

• Transactions carried out by personal income taxpayers under the objective assessment regime with entities in which they, their spouses, ascendants or descendants hold 25% or more.
• Transfers of a business.
• Transfers of shares or interests in the equity of entities not admitted to trading on regulated markets, or admitted to trading on regulated markets situated in non-cooperative jurisdictions.
• Transactions involving real estate.
• Transactions involving intangible assets.

For a subsidiary of a foreign group, the two that come up most often are real estate and intangible assets. And here is the blind spot: the threshold is 100,000 euros rather than 250,000, and it applies “irrespective of the valuation method used”. A subsidiary whose only dealing with its parent is a technology licence worth 140,000 euros a year is caught by this test, even though the total with that counterparty falls short of the general threshold.

It does, and the Order says so explicitly. Code 2 in the transaction typology of article 3.1 reads “Acquisition/Transfer/Licensing of use of intangibles: royalties and other income/payments for the use of technology, patents, trade marks, know-how, etc.” It is not confined to transfers of title: a recurring trade mark royalty falls squarely within it.

Why does the 50% rule apply with no euro threshold?

Because it measures concentration rather than absolute size. Article 2.3 of the Order provides that, “irrespective of the amount of the consideration for the aggregate of transactions carried out with the same related person or entity”, there is always an obligation to file in respect of transactions of the same type which also use the same valuation method, where the aggregate of those transactions exceeds 50% of the entity’s turnover.

The rule is aimed at service and distribution subsidiaries that invoice almost all of their volume inside the group. It is the route by which small companies end up caught after having ruled out the form on the basis of the 250,000 euro per-counterparty test alone. The calculation is not performed by counterparty: transactions are grouped by type and by valuation method applied.

On this point it is best to stick to the wording: article 2.3 refers to “50% of the turnover of the entity“, in the singular and with no cross-reference to article 101 of the Corporate Income Tax Act or its group-level aggregation rule. The benchmark is therefore the reporting entity’s own turnover.

How can a subsidiary establish its position in ten checks?

The following test is run once a year against the general ledger for the closed financial year. If any of checks 4, 6, 8, 9 or 10 is answered yes, the form must be filed.

1. Identify every related party under article 18.2 of Law 27/2014: parent, sister companies, group companies within the meaning of article 42 of the Commercial Code, directors, and shareholders holding 25% or more.
2. Set aside the excluded transactions under article 2.2 of the Order: those within a single tax consolidation group, those of economic interest groupings and temporary business associations on the terms provided, and those carried out in the context of public offerings for sale or acquisition of securities.
3. Group the remainder by counterparty and add up the consideration for each group at arm’s length value, keeping income and expense transactions separate.
4. Compare each counterparty against 250,000 euros. If any exceeds it, the form is due.
5. Flag the specific transactions under article 18.3 of Law 27/2014: transfers of a business, transfers of unlisted shares, real estate, intangibles, and the objective assessment case.
6. Compare the aggregate of each type of specific transaction against 100,000 euros. If any exceeds it, the form is due.
7. Regroup all related-party transactions by type and by valuation method, disregarding the counterparty.
8. Divide each of those groupings by turnover for the year. If any exceeds 50%, the form is due.
9. Check whether the company applies the relief under article 23 of Law 27/2014 on licensing of intangibles to related parties. If it does, the form is due with no threshold.
10. Check for transactions carried out in, or securities held in, non-cooperative jurisdictions. If there are any, the form is due with no threshold and with no requirement that the parties be related.

Check 2 comes before the additions rather than after them, because excluded transactions do not count towards any of the thresholds. Reversing that order is the most common calculation error.

How does the test work on a real set of figures?

Worked example: Spanish subsidiary of a German group. Spanish limited company wholly owned by a German parent. Net turnover for the 2025 financial year: 6,800,000 euros. It distributes the group’s product in Spain and provides after-sales services.

Related-party transactions for the year:

Running the test:

• 250,000 euro per-counterparty threshold. With the German parent: 3,120,000 + 204,000 + 96,000 + 41,000 = 3,461,000 euros. Comfortably above the threshold. The form is due. With the Portuguese sister company: 88,000 euros, below the threshold, so no obligation arises on this route.
• 100,000 euro specific transactions threshold. The 204,000 euro royalty may qualify as a transaction involving intangible assets and would cross the threshold on its own, irrespective of the method applied. None of the other transactions is specific.
• 50% rule. The largest grouping of the same type and method is the purchase of finished goods valued on the resale price method: 3,120,000 against 6,800,000 euros of turnover is 45.9%. It falls short of 50%, so this route adds no further obligation.

Outcome. The company is caught by the general threshold in respect of the German parent. It reports the four transactions with the parent, keeping income and expenses separate without netting them, and using separate entries for transactions valued under different methods. The transaction with the Portuguese company is not reported.

A variant that changes the answer. A second Spanish company in the same group, with turnover of 900,000 euros, provides support services to five sister companies for 130,000 euros each, all of the same type and valued on the transactional net margin method. No counterparty exceeds 250,000 euros and there are no specific transactions. But 650,000 against 900,000 euros is 72.2% of turnover, above the 50% mark. It is caught by article 2.3, and this is precisely the case that is missed whenever the review stops at the first threshold.

Which transactions fall outside Form 232?

Article 2.2 of Order HFP/816/2017 excludes three categories of transaction from the related-party information section. These are exclusions of transactions rather than exemptions for the company: it may still be caught in respect of everything else.

Transactions within a single tax consolidation group

Transactions between entities forming part of the same tax consolidation group are excluded, without prejudice to article 65.2 of Law 27/2014. This matters for foreign groups that have set up a Spanish tax consolidation group covering several companies: internal transactions within that perimeter are not reported, but transactions between any of those companies and the foreign parent or sister companies elsewhere still are.

Economic interest groupings and temporary business associations

Transactions carried out by economic interest groupings and temporary business associations registered in the special register, with their members or with other entities of the same tax consolidation group, are excluded. The provision then carves out an exception to the exception: the form must be filed in the case of temporary business associations, or comparable collaboration structures, that elect into the regime of article 22 of Law 27/2014.

Public offerings for sale or acquisition of securities

Transactions carried out in the context of public offerings for sale or public offerings for the acquisition of securities are excluded. This rarely arises in operating subsidiaries, but it is worth bearing in mind in years with corporate transactions.

How does Form 232 differ from the article 18 documentation duty?

They are separate obligations and they are breached in different ways. Form 232 is filed with the Spanish tax authority within a defined window. The specific documentation under article 18.3 of Law 27/2014 is never filed proactively: it is kept available and produced when requested.

The specific documentation and the 45 million threshold

Article 18.3 provides that the specific documentation is to have a simplified content for entities whose net turnover, as defined by article 101 of Law 27/2014, is below 45 million euros. That simplified content is set out in article 16.4 of the Regulations and comes down to four items: the nature and amount of the transactions, identification of the parties, the valuation method used, and the comparables obtained.

The same 45 million figure operates in the opposite direction for group documentation: article 15.2 of the Regulations relieves groups whose turnover falls below that figure from preparing it. This is the dividing line between full master file and local file obligations and the simplified documentation of a mid-sized subsidiary.

Two thresholds of 250,000 euros that are not the same threshold

They share a figure but not a function, and confusing them produces wrong answers in both directions. Article 18.3.d) of Law 27/2014 relieves a taxpayer from producing specific documentation in respect of transactions with the same related party where the consideration for the aggregate does not exceed 250,000 euros at arm’s length value. Article 2.1.a) of the Order requires reporting on Form 232 where that same aggregate exceeds 250,000 euros.

In other words: below 250,000 euros with a given counterparty, there is neither documentation nor reporting on that route. Above it, both apply. But the other triggers for the form (specific transactions, the 50% rule, patent box and non-cooperative jurisdictions) have no equivalent in the documentation relief, so it is entirely possible to be required to file Form 232 without exceeding 250,000 euros with anyone.

Country-by-country reporting and the 750 million threshold

This is a third obligation, independent of the other two. Article 14.1 of the Corporate Income Tax Regulations makes it applicable where the net turnover of the group as a whole, in the twelve months preceding the start of the tax period, is at least 750 million euros. Most Spanish subsidiaries of mid-sized groups fall well below this, but the check is still worth running, because article 13.1 of the Regulations shifts the obligation onto the Spanish subsidiary in several situations, among them where the non-resident parent has designated it to prepare the report or where there is no automatic exchange of information agreement with the parent’s jurisdiction.

When is the form filed and what are the penalties for getting it wrong?

The deadline is the month following the ten months after the end of the tax period, under article 4 of Order HFP/816/2017. Filing is electronic only, under article 5 of the same Order.

For a calendar financial year this means Form 232 is prepared five months after the Form 200 corporate income tax return, with the accounts closed and audited. That is an advantage in data quality and a risk in scheduling: they are two separate milestones and the second one is easily forgotten.

Penalties for failing to file or filing incorrectly

Form 232 is an information return, so its penalty regime is the general one in Law 58/2003 rather than the transfer pricing specific regime.

The table sets out what the law says. Article 198.2 is explicit: where the return is filed late without a prior request from the tax authority, “the penalty and the minimum and maximum limits shall be half of those set out in the preceding paragraph”. That is where the EUR 150 and EUR 10,000 come from. Some secondary sources quote the EUR 300 minimum and EUR 20,000 maximum for voluntary late filing too, which contradicts the wording of the provision.

Penalties on the transfer pricing documentation

These sit on a different scale and respond to a different breach: failing to produce the specific documentation under article 18.3, or producing it incomplete or with false data. Article 18.13 of Law 27/2014 sets them as follows:

• Where the tax authority makes no valuation adjustments: 1,000 euros for each item and 10,000 euros for each set of items omitted or false, capped at the lower of two figures, being 10% of the aggregate amount of the transactions carried out in the tax period or 1% of net turnover.
• Where the tax authority does make valuation adjustments: a proportional penalty of 15% of the amounts resulting from the adjustments applicable to each transaction, incompatible with the penalties under articles 191, 192, 193 and 195 of Law 58/2003 for the portion of the tax base concerned.

Article 15.3 of the Regulations specifies which pieces of information count as an item and which as a set of items for these purposes, which in practice drives the final figure.

Penalty reductions deserve precision, because this is where confusion is most common. Those in article 188.1, the 65% for settlement agreements and 30% for conformity, apply only to penalties “imposed under articles 191 to 197”, and the Form 232 penalty is none of those: it runs through article 198 or 199. Those two reductions do not operate here. What does apply is article 188.3: a further 40% off the amount payable “for the commission of any infringement”, provided it is paid on time and not appealed.

What should be reviewed at year-end to avoid a November scramble?

A subsidiary that starts the calculation in November usually finds that data is missing. Four checks move the work forward to the accounts close and avoid the rush:

1. A related-party ledger by counterparty and by type, maintained through the year rather than reconstructed in October. It is the same data the form needs and the data that supports the documentation.
2. Consistency between the documented valuation method and the reported one. The form requires transactions of the same type using different methods to be reported in separate entries, so any divergence between the local file and the form is plainly visible.
3. Consistency with the corporate income tax return. The amounts reported on Form 232 can be traced against the accounts and the return, and unexplained differences are a well-established entry point in transfer pricing audits.
4. A review of new counterparties. A sister company brought into the group mid-year, or an intra-group loan documented in December, changes the outcome of the test without anyone noticing if the review is run against last year’s list.

Where transactions or securities are located in territories classified as non-cooperative, the current list should also be reviewed, since the classification does not depend on amounts and carries additional obligations. The list is set out in Order HFP/115/2023, and what each situation entails is covered in the article on transactions with non-cooperative jurisdictions.

The list sits in Order HFP/115/2023, and it is worth checking the current version because it changed in June 2026. Order HAC/649/2026 of 21 June removed Barbados, Dominica, Gibraltar, Seychelles, Trinidad and Tobago and Samoa’s offshore business regime, and added the Russian Federation for its international holding companies regime. That last addition does not take effect until 28 December 2026, so for tax periods beginning before that date Russia does not yet count as a non-cooperative jurisdiction for these purposes.

A note on terminology: the official title of the form, approved in 2017, still refers to “countries or territories classified as tax havens”. The statutory expression in force since Law 11/2021 is “non-cooperative jurisdictions”, and that is the term used throughout this article for the same concept.

Form 232 creates no new obligations: it makes visible to the tax authority what the subsidiary should already have valued and documented. The useful work therefore sits not in the month of November but in the traceability of related-party transactions through the year, which is the territory of transfer pricing and related-party advisory work rather than that of a filing exercise. A subsidiary that knows in March what its answer to the October test will be does not have a deadline problem.