The obligation to publish the so-called “country-by-country report” (known as “public CbCR”) affects multinational groups and independent companies whose consolidated revenues exceed 750 million euros in each of the last two consecutive years. Spain has some relevant peculiarities in the transposition of this obligation that should be considered in its first application.
Information on corporate taxation of large multinational groups is no longer a matter of interest (and knowledge) exclusively for tax administrations. With the entry into force of Directive (EU) 2021/2101, as an instrument to, in the words of the European Parliament, improve corporate transparency and increase public scrutiny, certain ‘large’ companies and branches are obliged to prepare and publish a report on Corporation Tax – or any tax of an identical or similar nature – broken down by jurisdiction, which must be accessible to the general public.
The transposition of this directive in Spain was carried out through Law 28/2022, of 21 December, on the promotion of the start-up ecosystem, which introduced a new eleventh additional provision in Law 22/2015, of 20 July, on Auditing of Accounts (LAC).
This obligation is applicable to financial years beginning on or after 22 June 2024, so that affected companies with a financial year coinciding with the calendar year must approve and publish their first report for the 2025 financial year in the first half of 2026, depositing it with the Mercantile Registry together with their annual accounts. Those that have a split fiscal year started from the aforementioned date should have already fulfilled this obligation since December 2025. In addition, the report must be accessible free of charge on the company’s website for at least five consecutive years.
We summarize below the main aspects related to this new obligation.
The obligation applies to ultimate parent companies of business groups subject to Spanish law that draw up consolidated accounts and record consolidated revenues of more than €750 million in each of the last two consecutive years; as well as to independent companies that, without being part of a group, exceed this threshold. In addition, Spanish subsidiaries and branches of ultimate non-EU parent companies will be obligated. Therefore, Spanish subsidiaries and branches of groups whose ultimate parent company is located in another EU Member State are not obliged, since the obligation will fall on their parent company in that case, in accordance with its national transposition regulations. This has already been confirmed by the Spanish Institute of Accounting and Auditing in its consultation 5, of 19 January 2026, in which it analyses the case of a Spanish subsidiary of a group with an Italian parent company.
The rule provides for an important exception. Subsidiaries and branches of non-EU parent companies will not be obliged to comply with this obligation if the ultimate parent entity prepares a report equivalent to and compatible with the one regulated by the standard, makes it accessible to the public free of charge in machine-readable electronic format and publishes it on the website of said entity in one of the official EU languages and within the period established in the Spanish regulation (which it is six months from the end of the year). In addition, the report must include the identification and address of a single EU subsidiary or branch that publishes the report in accordance with the standard.
The report must contain precise information on, among other things, the name of the ultimate parent company, the subsidiaries of the group, the year to which it relates, the nature of the group’s activities, the number of employees, income, profit or loss calculated before tax, the amount of Corporation Tax (or similar) accrued and paid, and the amount of accumulated reserves. All this information must be submitted separately to each EU Member State, as well as to each jurisdiction included in the EU Council’s lists of non-cooperative territories (known as the “black” and “grey” lists) but adding the information from the other tax jurisdictions. The currency must be, in general, that of the consolidated financial statements of the ultimate parent company or, where applicable, of the company that is not part of a group.
Without prejudice to the fact that, as has been pointed out, this obligation is conceptualized as an instrument for improving “business transparency”, the regulation contemplates a safeguard clause that allows certain information to be temporarily omitted when its disclosure could seriously damage the commercial position of the companies concerned. This omission must be adequately justified and identified in the report, and it (the omitted information) must be published in a subsequent report within a maximum period of five years. This safeguard does not apply to information relating to non-cooperative territories, which must be published in any case.
The regulation also contemplates the possibility that, in the case of obligated Spanish subsidiaries and branches, the information may be partial when they do not have access to the complete information because the ultimate parent company does not provide it. In this case, the subsidiary or branch must prepare, publish, deposit and make accessible a report containing the information in its possession and a statement indicating that the ultimate parent company has not made the information available to it. In this case, in the case of subsidiaries, the currency in which the subsidiary publishes its annual financial statements must be used.
The report must be published on the company´s website, free of charge, in at least one official EU language, and remain accessible for a minimum of five consecutive years. In addition, it must be deposited in the Mercantile Registry along with the annual accounts. For financial years starting on or after 1 January 2025, it is mandatory to use the common electronic template set out in Implementing Regulation (EU) 2024/2952, in XHTML format with XBRL Inline markup; although said regulation, in its recitals 9, 10 and 11, clarifies that the use of these formats is only mandatory for ultimate parent companies or independent obligated companies, not for subsidiaries and branches in the EU that must comply with the obligation.
The Spanish transposition of the directive has some peculiarities, among which it is worth highlighting the publication period: while the directive establishes a (maximum) period of twelve months for the approval and publication of the report from the end of the financial year, the Spanish regulation reduces it to six months, which can be a particularly demanding period for Spanish subsidiaries and branches of groups with non-EU parent entities. However, as mentioned, if the documentation is not complete because it has not been provided by the parent company, compliance with the information that is available to said subsidiaries or branches is allowed, with the corresponding declaration that such information has been requested from the parent company.
The regulation states that the members of the administrative bodies of the obliged companies assume collective responsibility for the preparation, publication, deposit and accessibility of the report.
Finally, it should be remembered that this new transparency obligation coexists with the well-known Country-by-Country Information Return (form 231), which in Spain has been filed with the Tax Agency since 2016. Although the content of both reports is similar, the fundamental difference lies in their publicity: while form 231 is only accessible to the tax authorities, the new CbCR will be available to the general public.
In short, the public CbCR represents an undoubted paradigm shift in the relationship between large companies and society in terms of transparency and corporate responsibility; and, as with any regulatory novelty of this magnitude, the first years of application will serve to establish interpretative criteria and detect possible practical dysfunctions, which forces all affected parties to be very attentive to the detailed compliance with this obligation.
