DIMPS

Understanding Social Security Contributions for Company Shareholders and Administrators Of a "Sociedad Limitada"

Oct 22, 2023

In the intricate realm of Spanish social security contributions, discerning the nuances of shareholder and administrator obligations is pivotal. Guidance provided by the Ministry of Labor and Social Security of Spain sheds light on this matter. However, it's crucial to acknowledge that these regulations are subject to change with evolving laws and norms.

1. Shareholder with Effective Control / Accionista con Control Efectivo:

Shareholders with substantial control over a company, meeting specific ownership criteria, are obligated to contribute to the Spanish Social Security system. These criteria include:

  • Possession of at least 50% of the company shares or fulfilling one of the following conditions:

    • Holding 50% of the capital, including shares held by family members up to the second degree.
    • Owning at least 33% of the social capital.
    • Having a minimum of 25% of the capital and being involved in the company's management and direction.

  • If the shareholder is an active administrator, they are required to contribute to the Special Regime for Self-Employed Workers (RETA).

  • Passive administrators, even if not actively involved but still working in the company, also need to contribute to RETA.

  • If the shareholder is neither an administrator nor employed within the company, they are exempt from contributions.

2. Shareholder without Effective Control (or Non-Shareholders) / Accionista sin Control Efectivo (o No Accionistas):

Shareholders without substantial control, acting as active administrators and receiving remuneration, are obligated to contribute to the General Regime as assimilated (RGSSA).

  • Active administrators, even without remuneration but involved in the company, must contribute to RGSSA.

  • If an active administrator receives no remuneration and is not involved in the company's operations, they are exempt from contributions.

  • Passive administrators, if employed in the company, contribute to the General Regime (RGSS). If they are not involved in the company's operations, they are not required to contribute.

  • Non-administrator employees contribute to RGSS if employed. If not working, they are exempt from contributions.

Special Cases Where Contributions Are Not Required / Casos Especiales en los que no se Requiere Cotización:

  • Shareholders with substantial control who are not administrators and are not engaged in the company's activities.

  • Unpaid active administrators not involved in the company's operations.

  • Passive administrators not involved in the company's activities.

  • Non-shareholders or shareholders without control who are not administrators and are not engaged in the company's operations.

Please be aware that these regulations might change according to new laws and norms. For the most current and specific information tailored to your situation, it's advisable to consult with a legal or financial expert well-versed in Spanish labor laws and social security regulations. Stay updated to ensure compliance with the latest requirements set forth by the Ministry of Labor and Social Security of Spain.

For inquiries related to these topics or any tax optimization concerns, feel free to reach out to DIMPS via the contact form on our website.