Minutes of the meeting

Large Companies Forum

MINUTES OF PLENARY SESSION 1/2025

Vice President of the Forum of Large Companies

Director General of the State Agency for Tax Administration

Ms. Soledad Fernandez Doctor

Members representing the Tax Agency

Director of the Tax Management Department

Mrs. Rosa Maria Prieto del Rey

Director of the Department of Financial and Tax Inspection

Mr. Manuel Trillo Alvarez

Director of the Tax Collection Department

Mrs. Virginia Muñoz Fernández

Deputy Director General of Management and Intervention of Special Taxes

Mr. Luis Ignacio Jiménez Part

Central Delegate of Large Taxpayers

Mr. Carlos Javier Cervantes Sánchez-Rodrigo

Deputy Director General of Tax Policy of the Directorate General of Taxes

Mr. Jorge Alberto Ferreras Gutiérrez

Members representing Large Companies

ACERINOX

General secretary

Mr. Luis Gimeno Valledor

ACS

Tax Advice Director

Mr. Alfonso Moreno Garcia

AMADEUS IT GROUP

Secretary of the Board of Directors

Mr. Jacinto Esclapés Diaz

SABADELL BANK

Deputy Director General Tax and Labor Advisory

Mr. Carlos Augusto Lazaro Rico

BANCO SANTANDER

Global Head of Taxes

Mrs. Carmen Alonso Peña

BBVA

Tax Discipline Leader

Mr. Manuel Diaz Corral

LA CAIXA

Director of Direct Taxation

Mr. Gonzalo Mendizábal Carredano

CEPSA

Director of Taxes

Ms. Mayca Pérez Villegas

COFARES

Advisory Board of Directors

Mr. Luis Valdeolmos Gonzalez

EL CORTE INGLÉS

Director of the Tax Department

Mr. Luis Maria Sanchez Gonzalez

ENDESA

Head of Tax Affairs

Mrs. Maria Muñoz Viejo

FCC

Head of International Taxation and Transfer Pricing

Mr. Javier Poza García

GENERALI ESPAÑA

Director of Accounting Area

Mr. Martí Jo Ruiz

IBERDROLA

Global Director of Tax

Mrs. Begoña Garcia-Rozado Gonzalez

IBERIA

Spanish Tax Lead

Mrs. Cristina Santana Negrin

MAPFRE

Tax Advice Director

Mr. Antonio Lafuente Gonzalez de Suso

MERCADONA

Fiscal Director

Mr. Rafael Hilario Lopez Villanueva

RENAULT ESPAÑA

Director of Tax and Customs Affairs

Mr. Jesús Pérez Esquide

REPSOL

Director General of Economic and Fiscal Affairs

Mr. Luis Lopez-Tello and Diaz Aguado

SEAT

Director of Taxes and Customs

Mrs. Susana Sanchez Arenas

SIEMENS

Director of Taxes

Mrs. Ana María Moreda Galante

TELEFÓNICA

Tax Director Latin America

Mr. Miguel Iglesias San Martin

VODAFONE

Tax Consulting

Ms. Gema de Frutos Rodríguez

Technical Secretariat of the Large Companies Forum

Mr. Ignacio Fraisero Aranguren

The thirtieth plenary session of the Large Companies Forum will be held on June 18, 2025, with the aforementioned individuals in attendance, and in accordance with the following

AGENDA

1. Opening of the session.
2. Approval of the minutes of the meeting held on November 20, 2024
3. Summary of the different working groups of the Forum.
4. Spanish position regarding the European Union's proposal on decluttering.
5. Campaign to improve the quality of M296 for withholdings on dividends paid to non-resident entities.
6. Update of the new financial disclosure statements.
7. Status of the electronic invoice project.
8. Next call.
9. Other considerations, requests and questions.

1. Session opening

The Director General of the State Tax Administration Agency welcomes the attendees to the thirtieth plenary session of the Large Companies Forum and reminds them of the topics that will be discussed in this session.

Firstly, the minutes of the previous session will be approved, if applicable.

Secondly, the various working groups carried out in the previous semester will be summarized, and the Spanish position on decluttering and information will be provided on the Model 296 quality improvement campaign.

Next, the new financial reporting requirements will be presented and the status of the Electronic Invoice project will be analyzed.

A decision will also be made on the next session, and a question and answer session will be opened.

2. Approval of the minutes of the meeting held on November 27, 2023

Without further delay and there being no observations on the minutes of the meeting of July 3, 2024, the minutes are approved, and the Director continues with the next item on the agenda.

3. Summary of the different working groups

Next, for the development of the third item on the agenda, the Director of the Tax Agency gives the floor to the Director of the Tax Management Department, who summarizes what was discussed in the working group on the analysis and rationalization of indirect tax burdens held on May 19, 2025.

Ms. Rosa Prieto points out that the situation of the draft ministerial order on Corporate Income Tax was discussed, which has been sent for signature and is expected before July 1st.

The Director of the Tax Management Department reports that the Deputy Director of Tax Technique explained that the corresponding boxes were incorporated into form 200 to apply the new system of corrective self-assessments. However, in certain cases, when dealing with violations of a higher-ranking rule, the traditional system is maintained.

Next, the modification of Law 49/2022 was discussed, which aims to increase the economic activities that are exempt and increase the percentage of deduction for donations.

Likewise, the validity of the temporary taxes was reiterated, both the energy tax and the tax on credit entities and financial establishments.

It was also indicated that the freedom of amortization was extended to investments made in facilities intended for self-consumption of electrical energy and in facilities for thermal use or own consumption. Next, the approval of Royal Decree-Law 4/2024 was addressed, which changes the system from accelerated amortization to free amortization in the acquisition of certain new vehicles or new electric vehicle charging facilities, modifies the percentages of reduction of the capitalization reserve, going from 10% to 15% of the amount of increase in equity and reduces from 5 to 3 years the period of maintenance of the increase in equity and the period of unavailability of the reserve.

Certain modifications to Law 7/2024 affecting Corporate Income Tax were addressed, modifying Article 15 to consider the expense derived from the accounting of the complementary tax as non-deductible.

On the other hand, it was also explained that the ministerial order completes the identification table of the beneficial owner of the entity, adding specific boxes to the declaration model for cooperatives.

New developments in regulatory procedures were discussed, noting that forms 780 and 781 were pending publication in the BOE, although they had already been published by the date of the plenary session on May 29.

It was also reported that the processing of the ministerial order that included the new features in financial information declarations and that affected models 196, 181, 170, 171 and 174 was pending completion.

Regarding forms 240, 241 and 242, related to the supplementary tax, it was reported that they were in the process of public information.

Next, the Director of the Collection Department emphasizes that the working group was informed of the improvement that had been implemented in all payment systems by accepting any type of card.

According to Ms. Virginia Muñoz, this system has brought about a significant improvement for all citizens, highlighting the positive externality it generates, since payments for withholdings, installment payments and passed-on taxes are not subject to deferral, and entities can now grant credit to citizens on these concepts.

Turning to the Working Group on the analysis of tax regulations and the reduction of conflict, which met on May 9, the Director of the Inspection Department points out that the issue of the control of tax incentives was addressed first. It is assumed that certain sectors are helped in the European Union, either through subsidies or through tax incentives.

Mr. Manuel Trillo emphasizes that, in Spain, state aid has focused primarily on sectors such as culture, with cinema being an example, and also on certain territories, with the Canary Islands being an example.

He clarifies that the Department has not agreed on a control plan for these subsidies; However, the Commission monitors the use of aid and has requested information on aid from the Canary Islands' economic and fiscal regime.

This control will be carried out within the inspection procedure to around twelve entities and will refer, among other things, to the Regulation of minimum exemptions.

Next, the Delegate for Large Taxpayers comments on the current status of Pillar II and the Faster Directive. First, the Delegate summarizes what was discussed by Mr. Joan Cano, who presented a general outline of Pillar II, with special emphasis on the minimum domestic tax, the primary or income inclusion rule, the secondary benefit rule, the affected parties or groups to which it does not apply, and the transitional regimes.

The information declaration was of particular importance, the common model being at the level of the OECD, exchanging only the information relevant to each jurisdiction.

Mr. Carlos Cervantes alluded to the fact that Mr. Joan Cano stated that in January 2025 the “Q” rating was obtained, indicating that the Spanish domestic tax is in accordance with the directive. He then discussed the main steps being taken at the level of the OECD and in the European Union.

The Central Delegate commented that the discussions mainly concern the validations that a declaration must pass, the mechanisms for resolving conflicts in case of double taxation, the possibility of simplifying the tax rate and the reviews that must be done to obtain the Q on a definitive basis.

Regarding the Faster Directive, Mr. Carlos Cervantes summarized the points made by Ms. Berta Ballesteros, who focused on the issue of regulating the tax residence certificate, which countries must issue in digital format and which will be valid for other countries.

Reference was also made to national registers of financial intermediaries, since each country will have a national register in which financial intermediaries participating in investments in that country will be registered. A European portal will also be established where each country will be able to see which financial intermediaries are registered in each country.

Reporting information is essential for the refund of withholdings to be quick and secure, and there are two possibilities: a direct report, in which all financial intermediaries in the chain have to provide information, or an indirect report in which only one intermediary in the chain provides all the information.

The obligation of due diligence was also discussed, requiring intermediaries to make declarations of the formal ownership of the investment accounts they hold.

Finally, the different types of recovery and adjustment systems provided for in the directive were explained, including an adjustment system at source, so that the appropriate rate can be applied directly at the time of dividend payment, and a second procedure, in which after the withholding there is a request for refund of the excess withheld by the financial intermediary.

Among the main new features of this Directive are, on the one hand, the 60-day period for making these refunds, after which the administrations will have to pay late payment interest and, on the other hand, the importance of the responsibility of intermediaries, with a balance between speed and security.

In Spain, the transposition must take place before the end of 2028 and the directive must be fully implemented once transposed into the internal text from 2030 onwards.

Among the actions undertaken, the Commission intends to develop a series of implementing acts, that is, a series of manuals, questions and answers. Work is also underway on the digital tax residency certificate, the European portal for financial intermediaries, information reports, forms for the declaration of the formal owner, and compliance with due diligence obligations.

Since there were no interventions, the next working group presented was the Special Taxes group, whose meeting was held on May 22.

Mr. Luis Jiménez summarizes the topics discussed in that working group, in which companies proposed topics such as the Energy Directive, specifically, the non-taxation of self-consumption and the exemption for electricity. Since the matter was outside the purview of the Sub-Directorate, they referred it to the General Directorate of Taxes.

Doubts that had arisen in relation to note 1/2019 of December 11 on the storage and mixing of bulk goods under temporary storage conditions were also clarified.

Regarding SILICIE, on January 1, 2025, the accounting system was changed, going from a version 1 accounting system to version 2, and a transitional period was established that ended on June 30, 2025. The Deputy Director reports the existence of an informational communication and the publication of information on the Electronic Headquarters.

Likewise, some doubts were raised regarding natural gas, specifically about the deadline for the supply of electronic seats, which ends on April 30 for December 2024 movements, and ends on June 30 for the closing of 2024.

The dates on which a year-end photo and a photo of each month would be provided were also clarified, in order to be able to check the accounting with both versions and, if necessary, make the appropriate corrections.

On the other hand, certain difficulties were highlighted in the hydrocarbon factories when calculating losses, as there was a certain discrepancy at some point. It was also reported that there were discrepancies in the control of products inside the refinery as a result of the conversion of kilos to liters.

Regarding the regional tax authorities, the working group was informed that the deadline for implementing the new SILICIE version was different.

The Deputy Director indicated that when the corrective self-assessment of form 581 is approved, the opportunity will be taken to modify the form and solve a problem noted by companies, consisting of the impossibility of regularizing the difference in rates in the form when the product is stored in tax warehouses at a reduced or exempt rate and the existence of losses is verified.

Mr. Luis Jiménez insisted that the interpretation of article 52 of the regulations made by the Administration was correct, since the article was intended exclusively for differences in the counts noted by the Administration, but not for those noted by the owner of the tax warehouse.

Within the working group, doubts about form 560 were resolved. This form was modified with effect from January 1, 2025, and includes the various operations that were previously declared in form 573, which is now discontinued.

Finally, the Deputy Director explained that the working group concluded with specific issues from some companies, and a meeting was organized for the following day to address them.

Since there were no questions from the attendees, the Director of the Tax Agency gave the floor to Mr. Ignacio Fraisero, who summarized the main topics discussed in the cooperative relations group held on June 11.

The Director of the Planning and Institutional Relations Service begins his presentation with the draft schedule of the inspection procedure, commented on by the Central Delegate of Large Taxpayers.

The schedule is developed so that all files follow an appropriate processing pace and a similar action plan.  Likewise, the aim is for the electronic files to be structured with the same folders and documents.

As an example, it was indicated that a series of actions had to be carried out in the first 6 months from the start communication, with the technical consultations to be completed before 18 months, with the companies having the embroiderer's record available before month 19, so that in month 20 the disclosure can be made and the signing can be carried out in month 21.

However, the timetable has not yet been drawn up, so these deadlines were presented as an example, and a working group was created in the Central Delegation for its completion and finalization.

Subsequently, within this group, several representatives of the companies intervened. The question was asked whether collaboration could begin before the start communication, and the Central Delegate replied that collaboration begins with the start communication. It was also requested that the teams not wait until the end of the deadline to transfer all the information and that a hearing be granted when there were third-party reports. An improvement in the wording of the proceedings was also suggested, as unnecessary tension was sometimes created after continuous requests for information.

Secondly, the working group discussed the joint control model of the tax and customs control dependency and the tax assistance dependency.

Due to limited resources, it was explained that it was necessary to assign the verification tasks to the most appropriate bodies in order to properly monitor the actions.

Likewise, special emphasis was placed on limiting second actions to what was strictly necessary. The Administration conveyed to the working group that it is expected that when a taxpayer expresses agreement with certain criteria during an inspection, they will voluntarily regularize their tax situation using those same criteria in subsequent years.

The Central Delegation indicated that the transparency report could also be useful to show that the company has adopted the criteria it already accepted in the proposal or in the previous regularization.

The third topic discussed in the cooperative relations working group was related to the adherence of entities to the Code of Good Tax Practices.

The Director of SEPRI He commented that a review process had been initiated for the entities adhering to the CBPTRemember that changes must be communicated since some data is outdated, which hinders the cooperative relationship.

It was also agreed that the request for withdrawal of entities adhering to the code must be made with the agreement of the Board of Directors.

In the case of mergers, it was noted that the resulting new entity must also state that it wishes to adhere to the code.

Finally, in the questions and comments section of the working group, it was reported that during the week of July 7-11, an event was to be held at the Institute for Fiscal Studies with representatives of Latin American tax administrations. An invitation was also extended to some companies to participate in the round table discussion on July 9th, with the Director expressing his gratitude. SEPRI to the participants for their collaboration.

4. Spanish position regarding the European Union's proposal on decluttering

Since there were no questions, the Director of the Tax Agency moved on to the next item on the agenda, which was discussed by the Deputy Director General of Tax Policy of the Directorate General of Taxes.

Mr. Jorge Alberto Ferreras Gutiérrez explains the Spanish position in the European decluttering proposal, a proposal that is part of a general simplification procedure being carried out at the European Union level.

However, any modification made to tax matters requires unanimity, so the Deputy Director warns that the negotiation is not as quick as for the modification of other types of matters.

The project aims to cover all current directives that are on the table, such as the DAC, the TAX Directive, the parent-subsidiary directive, the interest and royalties directive, the mergers directive, etc.

The Commission has begun a series of meetings with both Member States at the bilateral level and with businesses and civil society.

At the Council level, there are some conclusions that were reached at the Ecofin Council in March, where the Council raised its concerns about the project and asked the Commission to submit a report in the third quarter of the year. The Commission also plans to present an omnibus directive next year, which could be called DAC10.

DAC10 would entail, on the one hand, incorporating updates and improvements to the DAC on administrative cooperation and simplification, and on the other hand, it would contain modifications to the other directives that are in force.

The Council, at the group's last meeting, established a rather ambitious meeting schedule, according to the Deputy Director. These meetings will take place with the various experts and will aim to address a whole series of issues that have already been raised and to review all the directives.

Regarding Spain, the Deputy Director reports that they are actively participating, creating internal working groups to develop a Spanish position and referring issues to the European Commission.

The creation of some kind of platform or forum for debating issues related to the process has also been suggested. declutering or simplification.

In particular, it is requested that not everything be resolved with regulatory modifications, but that there are issues that, as far as possible, may be more usefully resolved through an interpretative approach.

On the other hand, it is reported that the platform for good tax governance, organized by the European Commission with representatives of the Member States and representatives of civil society and businesses, is also addressing issues of decluttering.

In particular, the possibility of modifying the Country-by-Country Report, Pillar II information, and anti-abuse measures of the parent-subsidiary and interest and royalties directives is being considered in DAC6.

It has also been requested that Member States be given more consideration when the Commission formulates proposals, so that when draft directives are presented they have broad support.

With no further interventions, the Director of the Tax Agency thanks the Deputy Director for his participation and continues with the agenda.

5. Campaign to improve the quality of M296 for withholding taxes on dividends paid to non-resident entities

The person in charge of developing the campaign to improve the quality of model 296 is the Director of the Tax Inspection Department, who points out that this issue is closely related to Faster.

When a dividend is paid to a non-resident, a refund of the difference between the normal withholding tax rate and the withholding tax rate of the treaty is requested, and since a large part of the holders of these shares are collective investment institutions, comparable to our investment funds, they additionally request a refund of up to the rate of 1%.

According to the director, this verification is very costly, because it also involves very large amounts, so last year it was decided to modify the ministerial orders of the models that affected the withholding for dividends, both for residents in model 193, and for non-residents in model 296.

The modification's fundamental objective was to obtain as much information as possible about the dividend itself, the first recipient of that dividend, and the institutions involved, which would allow the chain to be reconstructed.

However, Mr. Manuel Trillo emphasizes that the completion of the model by all those involved has not been satisfactory, and there are also a number of structural problems in the completion of the model.

Experts have identified ten problems, the first being that the model specifications will be modified to prevent the same code from being assigned to two different dividends.

The frequently asked questions about completing the form will also be updated, examples of completion will be prepared, a letter campaign will be launched warning of errors, and meetings will be convened.

The Director requests the collaboration of all parties to make it possible to achieve the objective of the modification made, which is none other than to know the dividend payment chain.

Regarding form 159, which affects electricity retailers, it is noted that there are 38,000,000 records in the land registry, but only about 10,000,000 cadastral reference numbers are reported, therefore, an additional effort is requested to complete the form correctly.

6. Update on the new financial reporting statements

The analysis of the next item on the agenda corresponds to the Director of the Tax Management Department, who recalls the rapid evolution that the financial market is experiencing and the proliferation of new financial products.

Ms. Rosa Prieto indicates that it was necessary to update the orders of different models, modifying the subjective scope (so that all those who are operating send the information of the content of the products and services that are being provided) and bringing forward the presentation of some informative ones (so that they are monthly instead of annual).

To that end, the Director of the Department reports that Royal Decree 1065/2007 was modified and that ministerial orders are currently being adapted.

First, Article 37 of the Royal Decree was amended to broaden the scope, establishing a monthly submission period but only for ownership data, while maintaining the annual nature for non-economic data.

Secondly, Article 38 bis is amended, affecting the content of form 170 and form 171, and a new section ter is added to Article 38, approving a new form, 174, which includes the obligation to report on transactions carried out with all types of cards.

Since there were no interventions, Ms. Rosa Prieto continues with the next item on the agenda.

7. Status of the Electronic Invoicing Project

The Director of the Management Department reports that the Royal Decree on electronic invoicing was released for public comment on March 5th, and that several reports are still needed to finalize the process.

Among the basic issues that are changed, the syntax of the public solution is modified, adopting the syntax most used at the European level in electronic invoicing platforms.

Another issue that is modified is that relating to the copy, in particular its content and the time of its sending.

Thirdly, the payment deadline for invoices is established more clearly, an issue on which quite a few comments have been received. However, the Ministry of Economy is handling the process, so the Tax Agency cannot guarantee that the observations will be fully incorporated, although it is expected that a reference will be made to article four of the late payment law.

Ms. Rosa Prieto concludes that, once the ministerial order comes into force, there will be two periods of 12 months and 24 months depending on whether the volume of operations exceeds 8,000,000 euros.

There being no questions, Ms. Soledad Fernández continues with the agenda and moves on to the next item.

8. Next call

The Director of the Tax Agency announces that the next session will likely be held in November, thus continuing the semi-annual nature of the meetings.

9. Other considerations, requests and questions

The Iberdrola representative expresses her concern regarding the ministerial order on the minimum tax, which has been released for public comment and has not yet allowed time to be discussed in the working groups.

Mr. Carlos Cervantes replies that the idea is to hold meetings to discuss and address any doubts the tax raises.

Another issue of concern is the legislative change being implemented by Trump that would penalize investments by European companies in the United States.

Likewise, Ms. Begoña García-Rozado believes that some tax measures, such as the tax on digital services, could lead the country to a kind of blacklist and requests a joint solution.

The Agency Director shares the concern and, after responding that they will pass it on to the Secretary of State, concludes the session.