With legal status

Civil companies with legal personality and commercial purpose

For tax periods beginning on or after January 1, 2016, civil companies that have legal personality and commercial purpose have stopped paying taxes under the income attribution regime and become taxpayers of Corporate Tax.

In this sense, the General Directorate of Taxes has established in numerous consultations the necessary requirements for civil companies to be considered taxpayers of Corporate Tax. Specifically, it considers that it is necessary to determine, firstly, in which cases it is considered that the civil society acquires, from the point of view of Corporate Tax, legal personality and, secondly, establish what is to be understood as a commercial object. .

In relation to the first question, in accordance with the provisions of article 1669 of the Civil Code, the civil society has legal personality as long as the agreements between its partners are not secret. Civil society requires, therefore, a willingness on the part of its partners to act towards third parties as an entity. A specific solemnity is not required for its constitution, but it is necessary that the agreements not be secret. Transferring the above to the tax area, it is possible to conclude that to be considered a taxpayer of Corporate Tax, it is necessary that civil society has declared itself as such to the Tax Administration. For this reason, for the purposes of their consideration as taxpayers of Corporate Tax, civil companies must be established in a public deed or in a private document , provided that in the latter case, said document is has contributed to the Tax Administration for the purposes of assigning the tax identification number of legal persons and entities without personality, in accordance with article 24.2 of Royal Decree 1065/2007, of July 27, which approves the General Regulation of actions and procedures for tax management and inspection and for the development of common standards for tax application procedures. Only in such cases will the entity be considered to have legal personality for tax purposes.

Additionally, being considered a corporate tax taxpayer requires that the civil society have a commercial purpose. For these purposes, a commercial object will be understood as the performance of an economic activity of production, exchange or provision of services for the market in a sector not excluded from the commercial field. Therefore, entities that are dedicated to agricultural, livestock, forestry, mining, fishing and professional activities, to which Law 2/2007, on professional companies, is applicable, will be excluded from being taxpayers of Corporation Tax. how much these activities are outside the commercial field