Pillar Two in Spain: key points on the new Top-up Tax for large groups
The transposition in Spain of Council Directive (EU) 2022/2523 of 15 December 2022, on ensuring a global minimum level of taxation for multinational enterprise groups
This position was reiterated by the Directorate General for Legal Certainty and Public Faith (DGSJFP) in its Resolution of June 10, 2025, following the same doctrine already established in the Resolution of October 3, 2023, and in previous resolutions such as those of April 28, May 3, and October 20, 2015.
In the case at hand, the Registrar had rejected the filing of a company’s annual accounts because the auditor’s report contained an unfavorable opinion. The auditor justified the opinion by stating that the accounts “do not give a true and fair view of the company’s assets and financial position as of December 31, 2021, in all material respects.”
However, the DGSJFP overturned the negative registration classification, stating that the mere existence of an unfavorable opinion does not constitute legal grounds to deny the filing. What is relevant is that the auditor was able to carry out his work and issue the report, even if it is negative, and not whether or not that opinion coincides with a true and fair view of the company.
In this regard, the Directorate General distinguishes between three situations: (i) report with a favorable opinion (no obstacles to filing), (ii) report with a denied or unfavorable opinion (filing is permitted if the auditor has been able to carry out its work), and (iii) absence of an opinion due to the impossibility of auditing, either due to lack of cooperation (Article 6 of the Audit Act) or due to the absence of auditable data (Article 10.2.b of the Audit Act Regulations). Only in the latter situation is the refusal of filing justified.
The resolution also recalls that one of the essential purposes of the filing of accounts is precisely the disclosure of accounting information, including information that may highlight irregularities or deficiencies. Refusing filing in such cases would mean concealing critical information from partners and third parties and depriving the registration system of its transparency function.
The transposition in Spain of Council Directive (EU) 2022/2523 of 15 December 2022, on ensuring a global minimum level of taxation for multinational enterprise groups
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