Minutes of the meeting

Large Companies Forum

MINUTES OF PLENARY SESSION 2/2025

Vice-President of the Large Companies Forum

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

Manuel Trillo Alvarez

Director of the Tax Collection Department

Mrs. Virginia Muñoz Fernández

Director of the Department of Aduanas and Excise Duties

Ms. Nerea Rodríguez Entremonzaga

Central Delegate of Large Taxpayers

Carlos Javier Cervantes Sánchez-Rodrigo

Members representing Large Companies

ACERINOX

Director of Taxes

Ms. Raquel Híjar Muñoz

ACS

Tax Consulting

Mrs. Concepción Guardiola Lafuente

AMADEUS IT GROUP

Secretary of the Board of Directors

Jacinto Esclapés Díaz

SABADELL BANK

Director of General Counsel

Carlos Augusto Lázaro Rico

BANCO SANTANDER

Global Head of Taxes

Mrs. Carmen Alonso Peña

BBVA

Director of the Tax Department

José María Vallejo Chamorro

CAIXABANK

Director of Direct Taxation

Gonzalo Mendizábal Carredano

COFARES

Advisor to the Governing Council

Luis Valdeolmos González

EL CORTE INGLÉS

Director of the Tax Department

Luis María Sánchez González

ENDESA

Head of Tax Affairs

Mrs. Maria Muñoz Viejo

FCC

Director of the Tax Department

Daniel Gómez-Olano González

GENERALI ESPAÑA

Director of Accounting Area

Martí Jo Ruiz

IBERDROLA

Global Director of Tax

Mrs. Begoña Garcia-Rozado Gonzalez

IBERIA

Tax Officer Spain

Mrs. Cristina Santana Negrin

INDITEX

Chief Prosecutor

Pablo Mejide Doval

MAPFRE

Tax Consulting

Mrs. Lucia Martin de Bustamante

MERCADONA

Fiscal Director

Rafael Hilario López Villanueva

MICHELIN

Fiscal Manager

Mrs. Rosa María Peña García

MOEVE

Director of Taxes

Ms. Mayca Pérez Villegas

NATURGY

Director of Taxation

Baltasar Gómez Febrel

RENAULT ESPAÑA

Director of Tax and Customs Affairs

Jesus Perez Esquide

REPSOL

Director of Fiscal Affairs

Germán Miñano Fernández

SEAT

Fiscal Management Officer

Ms. Marta Camprubí Rabinad

SIEMENS

Director of Taxes

Mrs. Ana María Moreda Galante

TELEFÓNICA

Fiscal Director

Ángel Martín Gómez

VODAFONE

Director of Tax Advisory

Javier Viloria Gutiérrez

Technical Secretariat of the Large Companies Forum

Mr. Ignacio Fraisero Aranguren

The thirty-first plenary session of the Large Companies Forum will be held on November 19, 2025, with the aforementioned individuals in attendance, and in accordance with the following

AGENDA

1. Session opening

2. Approval of the minutes of the meeting held on June 18, 2025.

3. Summary of the different working groups of the Forum.

4. What's new at VERI*FACTU.

5. Next call.

6. Other considerations, requests and questions.

1. Opening of the session.

   The session is opened by the Director General of the Tax Agency, Ms. Soledad Fernández, thanking the companies for attending the thirty-first plenary session of the Large Companies Forum (Forum) and welcoming the new representatives of Inditex, Mr. Pablo Mejide Doval, and Acerinox, Ms. Raquel Híjar Muñoz.

2. Approval of the minutes of the meeting held on June 18, 2025.

   The Technical Secretary of the Forum, Mr. Ignacio Fraisero, takes the floor, noting that the draft minutes were sent to the companies prior to the plenary session. Since no observations, questions, or doubts were received from the companies regarding the minutes, the minutes of the thirtieth plenary session of June 18, 2025, are approved.

3. Summary of the different working groups of the Forum.

   Next, to address the third item on the agenda, the Director General of the Tax Agency gives the floor to the Director of the Tax Management Department, who summarizes what was discussed in the Working group for the analysis and rationalization of indirect tax burdens.

   Ms. Rosa Prieto points out that the working group discussed the new developments regarding the 2025 information return campaign, in particular the following:

   • The modification of form 182 relating to the informative declaration on donations, to adjust it to the wording of article 19.1 of Law 49/2002, where it is stated that, if in the two immediately preceding tax periods donations with the right to deduction have been made in favor of the same entity, the amount of the donation of this year and that of the previous tax period being equal or greater, in each of them, than that of the immediately preceding year, the percentage of deduction applicable to the base of the deduction in favor of that same entity that exceeds 250 euros, will be 45%.

   • Technical changes in model 193 to be able to generally identify, using the ISIN code and the issuer's NIF, dividends from securities traded on the Spanish secondary market.

   • The annex to the Ministerial Order approving model 282 is also modified to include new investments in which the reserve for investments in the Canary Islands can be realized.

   • Model 289 includes, within the annexes of new countries with which information is exchanged, Cameroon and Trinidad and Tobago.

   • Modification of model 345 of informative declaration of pension plans and funds to identify whether the income from work from the company making the contribution exceeds 60,000 euros or not, in order to clarify and reduce errors detected.

   • Modification of form 190 regarding pension payers, in order to improve the identification of pensions; New keys are also created and modified within the "K" key for prizes to improve the calculation of the obligation to declare; And finally, form 190 is modified to show which income subject to withholding has been reduced to 50% as a result of the modification introduced in Additional Provision 53 of the Personal Income Tax Law.

   • Regarding the supplementary tax, it is recalled that the declarations on models 240, 241 and 242 were published in the BOE of October 29, 2025.

   • Also recalled is the publication in the BOE of Order HAC/747/2025, of July 15, which approves form 196 (Monthly information return of accounts in all kinds of financial institutions and annual summary of withholdings and payments on account of income from movable capital) and form 170 (Monthly information return of the operations carried out by entrepreneurs or professionals adhering to the collection management system through any type of card and through payments associated with mobile phone numbers), also updates forms 171 and 181, and creates the new form 174 (Information return on all types of cards).

   • And as for the status of the regulations in process, there is the Draft Order approving forms 780 and 781 for self-assessment and installment payment of the tax on interest margin and commissions of certain financial entities. The fundamental novelty in these models is the inclusion of new boxes for the articulation of this tax in the Chartered Community of Navarre.

   The next working group is the one for the analysis of tax regulations and the reduction of conflict, which is then developed by the Director of the Department of Financial and Tax Inspection and the Central Delegate.

   Mr. Manuel Trillo points out that the following issues were basically discussed in the working group: First, the interruptive effect of the rectifications of self-assessments of Corporate Income Tax for the purposes of prescription as a consequence of the limitations of effects of some judgments of the Constitutional Court (TC); Subsequently, the interaction in the verification procedures between taxpayers and the National Office of International Taxation (ONFI) was discussed; and finally on the execution of the judgment of the Court of Justice of the European Union (CJEU) on financial goodwill.

   Regarding the first issue, the Constitutional Court is currently debating whether or not to admit a question of unconstitutionality raised on article 21.6 of the Corporate Income Tax Law in relation to the deductibility of losses from the sale of shares. The working group raised the question of what happens to companies that did not appeal this matter at the time and are now submitting a correction to keep the legal route open to the possible effects of the hypothetical Constitutional Court ruling. On this matter, the Central Economic Administrative Court (TEAC) has established doctrine and the Tax Agency is preparing a statement that will be released as soon as it is ready.

   Regarding the ONFI's participation in the verification procedures and the taxpayer's knowledge of its reports, it should be noted that this participation can be carried out in two different ways: participating in the team that is doing the verification or participating as internal support to the team in order to give an opinion that will be valued by the team. In some cases, it was suggested that there was no access to the ONFI report. If there is a report when the collaboration is carried out with the presence of ONFI in the verification itself as part of the team, said report is made public. The timing could be debated, but the report is made available to the taxpayer. If there is no report and it is an opinion on which the verification will be based, it will form part of the electronic file if it materializes into evidence. If there is something that essentially constitutes the verification, it will be made known to the taxpayer. It should be noted that the team performs the verification at all times. ONFI is limited to collaborating with the team because it is the specialized body in the matter, but it is the team that carries out the verification.

   Mr. Carlos Cervantes points out that ONFI does not conduct the verification proceedings, but rather supports the inspection teams. The work of the ONFI is fundamental and is carried out in the two ways described above, either as internal support for the inspection teams, which can materialize in a report, or as part of them, and in the latter case, an order signed by the Director of the Inspection Department is necessary. The person ultimately responsible for the investigation of the case is the head of the National Inspection Team. ONFI specialists provide advice on the most complicated issues, but the head of the National Inspection Team is ultimately responsible for the verification procedure.

   And regarding the last issue concerning the execution of the CJEU ruling for the return of state aid on financial goodwill, Mr. Manuel Trillo points out that the Tax Agency will expedite said execution as the judgments and resolutions are issued. Prior to execution, the Tax Agency agrees in each case, and in some specific instances the State Attorney's Office is requesting an extension of deadlines, since any agreement must be based on a report from the Tax Agency and this may delay the execution of the sentence.

   Ms. María Muñoz, from ENDESA, asks about ONFI's participation in the verification procedures and points out the lack of defense capacity during the inspection procedure. It points out that in practice, ONFI reports are made public in the electronic file, not before, without then having the ability to present the facts and circumstances that could prevent a subsequent discussion in court. It would help a lot to be able to do things in a more open way.

   Mr. Manuel Trillo points out that knowing the report in the electronic file should not be something new, since at the end of the investigation there is only one opinion, and it is the one that appears in the minutes.

   Mr. Carlos Cervantes adds that in the internal instructions of the Tax Agency, the ONFI has the say in certain cases, but in other cases it is the team leader who makes the final decision, even when the opinion of the ONFI and the inspection team does not coincide.

   The Director General of the Tax Agency indicates that this situation will be analyzed and communication between taxpayers and the Agency will be improved. That is the purpose of the cooperative relationship, both at the individual level and at the Forum level, to make relationships easier and more fluid and to reach the best possible solution to the problem.

   The next working group is the Special Taxes group, which will be developed by the Director of the Department of Customs and Special Taxes.

   Ms. Nerea Rodríguez indicates that the topics discussed in the working group were practical matters. First, the tariff classification of aromatic fuels and the difficulty of applying the analytical method provided for in the explanatory notes of the combined nomenclature. It was agreed that in cases of doubt the legal method is the one that is applicable, but that the companies were going to make a proposal for a procedure/alternative that would be submitted to the customs laboratory for analysis to verify if it can be simplified and a more easily applicable procedure adopted.

   There was also discussion about corrective self-assessments and it was reported that the public information process for the modification of the Ministerial Order on the tax on fluorinated greenhouse gases had ended. The modifications to the amendments to the special tax on coal and the tax on electronic cigarette liquids and other tobacco products are pending. Subsequently, the processing of the corrective orders for the other special manufacturing taxes and the special tax on electricity will begin.

   It was also agreed that the working group could address customs issues provided they are related to excise and environmental taxes.

   They also discussed completing the self-assessment form for the electricity tax. Specific issues were discussed and it was agreed that instructions will be published on the Electronic Headquarters to resolve any doubts that may arise, and work will be done with the IT Department to improve computer validations so that there are warnings that facilitate the completion of self-assessments and avoid errors.

   Regarding the status of the review of the EU Energy Taxation Directive, this is a case being handled by the Directorate-General for Taxation and the Danish presidency has expressed its desire to finalize the case, but there is still no consensus to be at that point.

   Regarding the last working group on cooperative relations, its presentation should be given by Mr. Carlos Cervantes.

   Here, reflections were made on transparency reports and lines of action to continue advancing in the cooperative relationship. First, the discussion focused on the primary purpose of transparency reports, which were created to facilitate the analysis and communication of company risks to the Tax Agency in order to avoid future tax audits.

   The Tax Agency incorporates the content of transparency reports into the risk analysis process along with other parameters and internal risk studies. As a result, it can be inferred that there is not enough risk and no checks are initiated, or requirements, management checks or inspection checks of partial or general scope are carried out if any type of potential risk is perceived.

   Regarding the content of the transparency reports, it is observed that some reports are very detailed and provide a lot of information for the Tax Agency, and others are more generic and are simply a summary of the company's report. Therefore, the working group considered what could be done to improve the content of the transparency report. The Tax Agency will send out a note that can be defined as a reminder of the best practices that have been discussed previously, as an update of the information and data that must be included in the report to have more valuable, relevant and higher value-added information.

   Another issue raised in the working group is whether the content of the reports has been reflected in subsequent regularizations in other years. That's what will be analyzed from now on.

   On the other hand, the advisability of all companies that are part of the Forum submitting a transparency report was analyzed. This is a reflection that the Tax Agency will carry out internally and regarding which its opinion will be conveyed.

   A reminder will also be sent regarding the fact that in 2023 the Forum adopted a decision that companies submitting a transparency report must also submit documentation on transfer pricing. In Spain this presentation is not mandatory, but it is a consequence of the decision made in 2023. That presentation is very illustrative for risk analysis on transfer pricing. Some submit this documentation and others do not. This reminder will be sent to companies that submit a transparency report so that they also submit documentation on transfer pricing. This allows for anticipating risks and avoiding future disputes in the valuation of transfer prices.

   In conclusion, the transparency report has served to improve the relationship with companies and to get to know them better, meet with companies, request documentation, answer questions, and discuss and resolve technical aspects with some agility.

   On this point, Daniel Gómez-Olano, from FCC, notes that this initiative would be very good for both parties, but adds that it would be advisable for the Tax Agency to provide adequate feedback to the company that provides this information, regarding the suitability of its transfer pricing policies, even if the technical assessment carried out by the Administration was done with the logical reservations. This analysis would probably require a restructuring of teams, as these are very complex issues that ONFI or a group of transfer pricing experts should be involved in, but adhering to the cooperative relationship framework. Since the delivery of this information has been conceived as voluntary, to encourage such delivery it would be convenient for its submission to result in a specific report or opinion provided by the Administration. Ultimately, the cooperative relationship model was created for this purpose: to foster an environment of voluntary transparency on the part of companies and, in return, to receive from the Administration, in an equally transparent manner, an assessment regarding the tax policies applied by the company, in order to increase trust and certainty on the part of them.

   Mr. Carlos Cervantes points out that the organization of human resources is a competence of the Tax Agency and the cooperative relationship model is a model that does not have a legal basis, there are no fixed rules, but the cooperative relationship is built on principles of good faith and transparency, and all of this has been beneficial for everyone. The transfer pricing documentation was unanimously approved at the 2023 Forum and what will simply be remembered is the presentation of that documentation. At the Central Delegation, an international tax unit has been created to support the teams, without prejudice to the collaboration with ONFI, and this means that we are increasingly better positioned and will be more agile in verifying everything related to transfer pricing, implying lower verification costs for companies.

   Mr. Carlos Augusto Lázaro, from BANCO SABADELL, highlights the importance of not having a single model of cooperative relationship but a cooperative regime for each company, since each company has its own unique characteristics, and in that sense the value that the transparency report provides is relevant and allows direct dialogue between companies and the Tax Agency outside of the usual verification procedures.

   Ms. Begoña García-Rozado, from IBERDROLA, emphasizes the importance of the cooperative relationship and advocates for an improvement in everything that involves providing a company with an assessment of a risk situation that could be identified by the Tax Agency and be subject to a transparency report. An effort by everyone to ensure that, as far as possible, both parties can anticipate and be aware of potential contingencies.

   Mr. Carlos Cervantes points out that anticipation would be very beneficial and that it has been carried out in companies that are not subject to continuous verification. However, it doesn't seem realistic to do this in companies where a partial check is carried out on one issue, then another issue in a year, and a full-scale check in two years... When you land in reality it's more complicated, because companies have explained the risk correctly, but after a very deep analysis, the conclusion is reached whether or not regularization is necessary. However, it has taken quite a while to reach that conclusion, because it involves examining consultations from the Directorate General of Taxes and risk analysis parameters that require many months of work, and then the conclusion is reached whether or not regularization is necessary. The idea put forward by IBERDROLA is very good and in some specific cases a partial check could be carried out, but in general terms and in companies as large as those present in the FGE plenary it is unrealistic to carry out partial checks of some risk when a general one is carried out in two years, without prejudice to being able to talk beforehand if any risk is seen; Going further is unrealistic.

   The Director of the Tax Agency points out that it would be advisable for all companies that are part of the Forum to submit a transparency report as proof by both parties of having a broader cooperative and trusting relationship.

4. What's new at VERI*FACTU.

   At this point, Mr. Ignacio Fraisero points out that this project to adapt the computer systems for invoicing to VERI*FACTU requires the Tax Agency to make every effort to reinforce the dissemination of this new obligation.

   To this end, more than 2 million letters have been sent to legal entities, entities under the income attribution regime and self-employed individuals who are required to receive notifications electronically. These letters inform about the entry into force of the new obligations to adapt the computer systems of invoicing by January 1, 2026 for legal entities and July 1, 2026 for natural persons and the self-employed. These letters will continue to be sent in January and February to individuals. For legal entities, they began to be sent in October 2025 and will continue to be sent. Dissemination events have also been reinforced, with more than 300 held, with Chambers of Commerce, intermediaries and taxpayers, which have been carried out at both central and territorial levels, and try to put out into the street and communicate to the largest number of people the entry into force of this new obligation. Finally, I would like to mention that, as part of this outreach effort, an event will be held in collaboration with the CEOE at the end of November, where they have asked us to explain the new invoicing obligations, in order to reach as many people as possible who must comply with this new requirement. A conference with the same purpose will also be held with ATA, the association of self-employed workers.

   Mr. Manuel Trillo underscores the social importance of the VERI*FACTU project. It is not always the case that a measure is adopted that is aimed at more than 3 million taxpayers and that involves much more than implementing a new information return. It represents a giant leap forward in terms of invoicing, security, data transparency, and taxpayer assistance. Therefore, large companies are asked to convey the importance of this project to the companies that may depend on them. The actual implementation of this project will be a great challenge, and patience is needed for everything to work correctly.

   NOTE: Royal Decree-Law 15/2025, of December 2, postpones the implementation of the VERI*FACTU system to 2027.

5. Next call.

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

6. Other considerations, requests and questions.

   Mr. Jacinto Esclapés, from AMADEUS, points out two issues. On the one hand, it requests to receive the minutes of the working group meetings in advance in order to know the content of these meetings as soon as possible and to understand in more detail what is discussed later in the Forum.

   On the other hand, it reflects on the transparency report, and that this report has an additional component that can lead to a limited verification or an inspection action. Listening to what the Iberdrola representative suggests about serving as an intermediate step, it seems like a reasonable idea, that is, that the Administration uses the transparency report for a risk assessment. If the Administration detects any potential risk, and communicates it to the company, it has the internal power to pursue voluntary regularization if it deems it appropriate, or to conduct a more in-depth analysis of the risk identified by the Administration. From that point on, whether or not you take action, the Tax Agency can begin an investigation. It indicates that there must be a prior step: That this warning of the potential risk assessed by the Administration should prompt the entity to at least conduct a more rigorous analysis of that risk and carry out a voluntary regularization without penalties and avoid the legal process.

   Mr. Ignacio Fraisero points out that they will try to send the summaries as soon as possible in order to have knowledge of the working group meetings more quickly, and on the other point Mr. Carlos Cervantes points out that he thinks it is a good idea, but that the problem is that a very clear risk rarely emerges at first. To the extent that these risks can be identified, efforts will be made to communicate them to the companies submitting the transparency report prior to meeting with them. This possibility will be communicated to those responsible for risk control and analysis.

   Mr. Jacinto Esclapés points out that it should not be forgotten that this Forum is for cooperative relations and has the purpose of avoiding litigation. Because if a tax inspection results from the transparency report, a barrier is being crossed that will prevent a regularization process that avoids litigation.

   Mr. Carlos Cervantes points out that aspects such as R&D deductions and the capitalization reserve are important in the transparency report. Very exceptionally, a verification of a transparency report may be derived.

   With no further matters to discuss, the Director of the Tax Agency adjourned the meeting, thanking everyone for their attendance and participation.