Related-party transactions and Spanish form 232

The short answer

A related-party transaction is any transaction between a company and one of the persons or entities listed in article 18.2 of the Spanish corporation-tax act². Form 232 reports them once a year. It settles no tax: it is an information return, and the only money on it is the penalty owed by whoever files it badly or does not file it at all.

What almost every guide counts is three thresholds. Article 2 of Orden HFP/816/2017 has five paragraphs that apply separately¹, and two of them carry no figure at all.

Who is a related party, and why 25% is not the rule

Article 18.2 has eight letters²:

The paragraph closing the article is the one almost nobody reads in full: «In the cases in which the relationship is defined by reference to the relationship of the shareholders or members with the entity, the holding must be equal to or above 25 per cent»². That condition reaches the letters that mention shareholders, and it does not reach letter b). An entity and its director are related parties even if the director holds not a single share.

The carve-out letter b) itself makes is narrow: «other than what corresponds to remuneration for performing their duties». The salary for the office is out. The lease of the premises the director makes available to the company, the loan they extend to it, the sale of a car or the supply of a professional service, are not.

Two further points from the same paragraph. The reference to directors «shall include both de jure and de facto directors», so someone who runs the business without appearing in the register counts too. And letter d) uses no percentage at all: a group exists «when an entity holds or may hold control of another or others under the criteria set out in article 42 of the Commercial Code», regardless of residence and of whether consolidated accounts are required.

The five triggers of form 232

Filing form 232 does not depend on being a related party but on what has been transacted with one. Article 2 of the Orden splits the obligation like this¹:

They are independent: one is enough. And the first three say «exceeds», so landing exactly on EUR 250,000 or EUR 100,000 does not trigger the form by that route.

Paragraph 2.3 deserves a slow read, because it opens with «irrespective of the amount of the consideration of all transactions carried out with the same related person or entity». It is not a third threshold in euros: it is a proportion. If operations of the same type that also use the same valuation method add up to more than half of turnover, the form is filed even though the absolute figure is small. A company with EUR 100,000 of turnover doing EUR 60,000 with its shareholder comes in this way.

And paragraph 2.5 is the one that surprises most people: it requires the section on transactions and situations involving countries or territories classified as tax havens to be completed «irrespective of the amount». The form's second table also covers the holding of securities at the closing date¹. In other words, a company that has not made a single related-party transaction all year files form 232 if it holds an interest in an entity in one of those jurisdictions.

What a "specific operation" is

Paragraph 2.1.b) does not list them: it defines them by negation. They are «operations excluded from the simplified documentation content referred to in articles 18.3 of the corporation-tax act and 16.5 of the Regulation»¹. You have to go to those two articles to know whether the EUR 100,000 applies.

There are five categories²:

1. Transactions by personal income-tax payers under the objective estimation method with entities in which they, their spouse, their ascendants or their descendants hold at least 25%.
2. Transfers of a business.
3. Transfers of shares or holdings in entities not admitted to trading on a regulated market.
4. Operations on property.
5. Operations on intangible assets.

The fourth is the one that most often decides the obligation without anyone expecting it. Selling premises to your own company for EUR 120,000 does not reach the EUR 250,000 threshold, but it does exceed the EUR 100,000 of a specific operation, so form 232 is filed.

The two lists the Orden cites as one do not match

The Orden tells you to read both articles together, and they do not say the same thing. Article 18.3 of the act, in its fourth point, says «operations on property»². Article 16.5 of the regulation, in letter d), says «operations transferring property»³.

A lease of premises between the company and its director is an operation on property and is not a transfer. The difference is one word and it decides whether the applicable threshold is EUR 100,000 or EUR 250,000. This page does not resolve it silently: the broader reading is the act's, which is the higher-ranking rule and the one the Orden cites first, so the prudent course is to treat the lease as a specific operation. If filing or not turns on it, it is a question worth asking.

Which jurisdictions count, and from when

Since Ley 11/2021 the category is called «non-cooperative jurisdictions» and the list sits in the sole article of Orden HFP/115/2023⁴. In June 2026 it changed.

Orden HAC/649/2026 removed six entries and added one⁵:

What matters is not the change but when it bites. The second final provision of that Orden says it applies «to taxes without a tax period accruing from its entry into force and to the other taxes whose tax period begins from that moment»⁵. Spanish corporation tax is one of the latter, so the criterion is not the date of the change: it is the date the tax period begins.

And the two halves of the change have different dates. The removal enters into force on 28 June 2026 and the Russian addition six months later, on 28 December. For a calendar-year company the result is this:

That is: the form 232 filed in November 2026, the one for 2025, still has Gibraltar on it, even though the list changed five months earlier. And a company with a split year beginning, say, on 1 September 2026 loses the six and does not yet gain Russia: exactly 18 entries, a window lasting less than six months.

How it is completed, briefly

Three rules from article 3 that are often forgotten¹:

• Income and payments are not netted. The Orden says so expressly: they must be kept apart «without any offsetting between them even where they correspond to the same concept».
• The valuation method splits the records. Operations of the same type using different methods «must be included in separate records», so one counterparty can appear several times.
• The type of transaction is one of eleven codes, from the acquisition of tangible goods to cost-sharing arrangements, leases or employment income. And the amount is reported excluding VAT.

The deadline, and why it lands so late

Article 4 sets the filing «in the month following the ten months after the tax period closes»¹. It is not a single day: it is a whole month, and the sole transitional provision of the Orden itself writes it as «from 1 to 30 November».

For a year ending 31 December 2025: ten months later is 31 October 2026, and the following month is November. The window runs from the 1st to the 30th, and the Spanish tax agency's 2026 taxpayer calendar files form 232 exactly there, under «up to 30 November», adding for other entities that they file «in the month following the ten months after the end of the tax period»⁸.

The distance from the rest of the calendar is the figure worth keeping. Form 200 for that same year fell due on 27 July 2026. By the time form 232 has to be filed, the tax return has been in for four months, and with it the assessment. This information return changes nothing that was declared: it describes it.

A different year end shifts the whole month. A year ending 30 June 2026 is reported in May 2027. And if the last day of the month falls on a Saturday, a Sunday or a national holiday, the deadline is extended to the next working day, so in some years it leaves the month altogether: 30 November 2030 is a Saturday, so that form 232 falls due on 2 December.

The penalty is not the one almost everyone quotes

The figure that circulates here is EUR 1,000 per item and EUR 10,000 per set of items. That is article 18.13 of the corporation-tax act, and it penalises «the failure to produce, or the incomplete production, or production with false data, of the documentation that […] related persons or entities must keep at the disposal of the tax authority»². That is the transfer-pricing file: you keep it and hand it over when asked.

Form 232 is not kept: it is filed. So the general regime of the General Tax Act applies⁶:

The consequence is counterintuitive and it costs money: filing it badly can cost more than not filing it. With two hundred counterparties misidentified, article 199.4 comes to EUR 40,000, while a voluntary late filing stops at EUR 2,000. Article 198 has a ceiling of EUR 20,000 and article 199 has none.

Two further asymmetries in the same group of articles. Article 199.6 increases by 100% the penalty «referred to in paragraphs 4 and 5» for a repeat offence, so it does not reach article 198: a repeat offender who simply does not file is not doubled and one who gets it wrong is. And the reductions: article 188.1 reserves the 30% for agreement to «articles 191 to 197»⁷, so only the 40% for prompt payment in article 188.3 reaches this, and that one applies to «any infringement».

A worked example with real numbers

A calendar-year Spanish limited company sells the premises it operates from to its sole director in 2026 for EUR 120,000. The director holds no shares in the company. There is no other related-party transaction above EUR 50,000 and the company holds no securities in any non-cooperative jurisdiction.

1. Is there a related party? Yes, under letter b) of article 18.2: an entity and its director, regardless of the absence of shares.
2. Does it exceed EUR 250,000 with that counterparty? No: it is EUR 120,000.
3. Is it a specific operation? Yes: transferring property is the fourth of the five categories, on both the act's reading and the regulation's.
4. Does it exceed EUR 100,000? Yes. Form 232 is filed.
5. When? From 1 to 30 November 2027. Form 200 for that year will have fallen due at the end of July.
6. And if it is not filed? With twelve related persons or entities, the article 198.1 calculation gives EUR 240 and rises to the EUR 300 floor. If it is filed late on the company's own initiative, article 198.2 leaves it at EUR 150, and with the 40% of article 188.3 the amount actually paid is EUR 90.

Change one fact and the answer changes: if the premises were leased for EUR 12,000 a year instead of sold, no threshold would be met and form 232 would not be filed, unless that EUR 12,000 exceeded 50% of turnover.

What this page does not do

It does not compute market value. The five methods of article 18.4 of the act (comparable uncontrolled price, cost plus, resale price, profit split and transactional net margin) are the substantive work in this field, and the real tax bill turns on them. Establishing them is not an arithmetic operation.

Nor does it cover the country-by-country report of article 13.1 of the regulation, which has its own form and its own twelve-month deadline³, the content of the specific documentation in articles 15 and 16, or the foral regimes.

To find out whether your company comes in through any of the five routes, by what date, and what it risks, use the form 232 checker.