26 Sep Registered office vs. tax domicile: differences and examples in 2022
When starting the bureaucratic procedures to incorporate a company, many people may have problems to distinguish between fiscal domiciliation and social domiciliation. This is entirely logical, as the differences are very subtle.
Below, we will tell you the characteristics of each of them and their main differences, with some useful examples to clear up any doubts.
What is the registered office? As established in Article 9 of the Companies Law, the registered office (also called mercantile domicile) is the location where a corporation or company has its main office. principal place of business or center of administration. In other words, it is the nerve center where the business is managed within the Spanish territory. It should be noted that it only applies to companies, and therefore excludes self-employed or professionals.
This address will have to appear in the deed of incorporation before a notary and, subsequently, it will be registered in the Commercial Registry, where it will be visible to anyone searching for the company on the Internet.
The address of the registered office shall determine:
- The Commercial Registry where the company is to be registered
- Tax delegation
- The competent courts for legal matters
- State, local or regional regulations applicable in each case.
It is important to be very sure where the registered office will be established for legal entities of a commercial nature. The reason is that the process of changing the registered office is very tedious and complicated.. It will only be able to be modified by agreement of the Meeting of Partners, through a public writing and with the corresponding signature of notary, to later proceed to the change in the Mercantile Registry. All this, with the consequent payment of the registry fees and the economic expenses that correspond to all the notarial processes. For that reason, it is convenient that the location that you choose lasts in the time.
As additional information, for many years now, the Constitutional Court has determined the inviolability of the domicile of both natural and legal persons. inviolability of the homeof both natural persons and legal entities. In the case of the latter, the issue is more complex because it includes the registered office and, in addition, the places where the company's documents and files are kept. This means that, if the tax inspection would like to access the place, it would need a judicial authorization or the consent of the interested party. Such consent must be given by the owner of the company or by an employee with administrative or management functions.
And what is the tax domicile? According to article 48 of the General Tax Law, the tax domicile is the place that legally functions as a main address for all tax obligations with the tax authorities.. In other words, the natural or legal person is legally located at this address and will receive all notifications and correspondence from the Tax Agency and other Public Administrations.
Therefore, the fiscal headquarters is for:
- Individuals who do not carry out their activity on their own account: in this case, it would be the habitual residence.
- Self-employedThis would also be the habitual residence or an address where they manage their business activities and their relationship with the tax authorities.
- CompaniesThe address where the economic activity is managed, which may (or may not) coincide with the registered office.
In addition, the tax domicile will be the one that appears on all invoices issued and received as a business.
In the event that you wish to change your tax domicile, the process will be much simpler and faster than the change of registered office. You can simply change it by filing the form 036 or 037 before the Tax Agency..
It is important to emphasize that having the wrong tax address will cause you problems, since important notices will not reach you. Therefore, it is very important that you always notify the Tax Agency of any change of address. Otherwise, in the case that you do not attend to an important notification, the responsibility would be yours.
"Tax domicile when you do not reside in Spain
And what happens with the tax domicile when you do not reside in Spain? In case you are a legal entity that does not reside in Spain, you will still have to maintain your tax domicile in the country.If you are a legal entity that does not reside in Spain, you will be able to comply with all tax obligations in the corresponding places:
- If you operate in Spanish territory: the tax domicile will be the permanent establishment where the administrative management is carried out.
- In cases where income is derived from real estate: at the tax address of the representative or, failing that, the location where the real estate is located.
- In all other cases: at the address of the representative of the business or of the person jointly and severally liable.
In short, what are the differences between registered office and tax domicile? The first thing to point out is that the differences would only affect partnerships and companies.The first thing to point out is that self-employed or self-employed persons do not have a registered office. These are the main ones:
- The address of the registered office is public and is listed in the Commercial Register. However, the fiscal domicile may remain in the private sphere of the entrepreneur. Generally, both addresses usually coincide, but it all depends on the circumstances and interests of each company.
- The registered office is regulated in the Corporate LawThe domicile of the company is regulated in the General Tax Law.
- The registered office is the operation and administration center of a company, and the tax domicile is the one where the businessman has his business. mandatory relations with the tax authoritiesThe tax domicile is the one where the employer has its registered offices, although nowadays most of the notifications are received through the electronic office.
- The registered office is mandatory for all companies, while the tax domicile is mandatory for individuals and legal entities.
- The tax domicile does not appear in the public deed and the modification process is simpler than that of the change of registered office.
Let's take the case of a company dedicated to the production and sale of eyeglasses, which has a separate premises from the manufacturing center, from where all the business activity and management of the business is managed. In addition, it has several stores open to the public where it sells its product.
The registered office can be the same office or premises from where the activity is managed and it is not necessary that it coincides with the fiscal domicile, although this happens many times.
In the case of tax domicilebusiness center, this could be: the office or premises where the business is managed and administered; the same home where the person in charge of the administration of the business resides; or a place of business that offers domiciliation services.
In conclusion, you may have noticed that both domiciliations can be very similar and easy to confuse. Therefore, it is important that you know the small differences and have them clear when setting up your business. Whether you are self-employed or have a company, you will have to select well which addresses you will need and the importance of each one of them.
In any case, you will have you will have to communicate the tax and social address to the Tax Agency in order to obtain the Tax Identification Code (CIF) or the Tax Identification Number (NIF). and when hiring workers.