Director liability: when the Spanish Tax Agency can claim a company's debts from its director

Many business owners believe that trading through a limited company always protects their personal assets. However, the Spanish General Tax Act allows the Tax Agency to claim certain company debts from its directors.

Secondary liability of directors

Article 43 of the General Tax Act sets out two main cases:

• Tax infringements by the company: where the director failed to take the necessary steps for the company to comply, allowed the breach or adopted resolutions that made it possible.
• Ceasing trading: where the company stops operating with unpaid tax debts and the director did not take the necessary steps to pay them.

Joint liability

Article 42 covers other cases, such as actively taking part in an infringement or hiding assets to prevent seizure. Here the Agency can pursue the liable person directly.

How you are notified

You will first receive a hearing notice stating the intention to declare you liable. This is the best time to defend yourself: you can object and provide evidence before the liability decision is issued.

How to defend yourself

The Agency must prove the legal requirements and, for secondary liability, that the company is insolvent. We check whether they are met, whether the amount is correct and whether the debt is time-barred.

If you have received a hearing notice or a liability decision, contact us as soon as possible.