The Ministry of Finance in Spain initiated a public consultation to precede the adoption of a new minimum corporate tax rate. This rate, set at 15%, is part of a European directive approved on December 15, 2022, and represents a tougher regime than the tax landscape in Spain prior to 2022. Its central aim is to ensure that large corporate groups, multinational companies, and national groups pay at least 15 percent on corporate profits, even when the group’s parent entity is based outside Spain or outside the European Union.
Under the new tax framework, the national tax administration began applying the 15% minimum tax from January 1, 2023. The directive also recognizes a national top-up surcharge—the term used in the directive—that requires parent companies to guarantee that their subsidiaries located in other EU member states contribute the required portion of the 15% minimum tax in Spain, where appropriate, and in cases where it previously did not apply.
The Treasury chose to open a public consultation on Monday evening before integrating the European directive into Spanish law. The discussion touches on potential tax considerations behind the decision to relocate Ferrovial’s headquarters from Madrid to Amsterdam, and it underscores the European Union’s push to curb aggressive tax planning within the domestic market. The Treasury’s public commentary frames the measure as a step toward preventing tax havens within the EU. The OECD has estimated that applying a unified minimum tax could increase global revenue substantially, reflecting the broader fiscal goals at play.
With the new arrangement, no multinational can arrange a tax outcome below 15% in any EU member state. To prevent this, the directive introduces a harmonized calculation method for the minimum tax, using standardized rules applicable to certain corporate licenses across member states. The minimum 15% on profits will be determined based on accounting results with specified adjustments, ensuring consistency across borders. Additionally, each state is empowered to secure a proportional share of the tax based on the activities of subsidiaries located within its territory.
Spain has already imposed a 15% minimum tax since 2022, and the new EU framework does not invalidate this measure but rather harmonizes it with broader EU-wide guidelines. The EU’s objective was to promote minimum taxation within its borders starting January 1, 2023. The Spanish regime currently targets companies with turnover above a defined threshold and covers all corporate groups. The government is adapting the Spanish tax system to align with the European directive that sets a 15% minimum levy for multinational or national groups with consolidated revenue exceeding 750 million euros. While the directive may include fewer taxpayers than the current Spanish tax, its scope of obligations expands, addressing past difficulties in enforcing minimum taxes on subsidiaries of multinational entities and leading to a more comprehensive framework.
The architecture of the new tax includes two interrelated rules. The first is the income inclusion rule (RIR), which ensures that the parent company of a multinational or large national group based in Spain is liable to calculate and remit a supplementary tax on income generated by the group’s entities that would otherwise be taxed at a low rate. This approach targets profits taxed below the 15% threshold, strengthening the overall minimum tax enforcement.
The second rule is the undertaxed profits rule (RBIG), designed to ensure that any member of a Spain-based group pays its share of tax in the country when the parent company cannot fully collect the supplementary tax through the income inclusion rule. Under RBIG, the tax attributable to subsidiaries is distributed among EU member states according to factors such as employment and asset values within each region, ensuring a fair distribution of the tax burden across the union.
In practice, the 15% minimum tax acts as a global floor, but with collaboration among member states to determine and allocate the tax in a coherent manner. The directive aims to deter profit shifting and to guarantee that large economic groups contribute adequately to public finances, reflecting a broader movement toward transparent and predictable corporate taxation in Europe. The combined effect of RIR and RBIG is to reduce incentives for aggressive tax planning while maintaining jurisdictional clarity among the EU’s diverse tax regimes. This coordinated approach supports a more stable and enforceable tax environment across Spain and its EU partners, aligning national rules with common EU standards and the OECD’s international tax guidelines.
(Citations: European directive, Spanish Treasury public opinions, OECD analyses on global tax revenues.)
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