The ICAC clarifies how to comply with the obligation to publish the country-by-country report (CbCR) when there are several Spanish subsidiaries or branches belonging to the same group.

The Institute of Accounting and Auditing (hereinafter, the "ICAC") published its Official Gazette No. 146 on 21 July 2026. In it, Query No. 3 addresses the obligation to publish the report regulated under the eleventh additional provision of Law 22/2015, of 20 July, on the Auditing of Accounts (hereinafter, "AP 11 LAC") concerning corporate income tax or taxes of an identical or similar nature (hereinafter, "CbCR").

The obligation to prepare, publish, file and make the CbCR accessible originates from Directive (EU) 2021/2101 of the European Parliament and of the Council, of 24 November 2021, amending Directive 2013/34/EU as regards disclosure of income tax information by certain undertakings and branches. This Directive was transposed into Spanish law through AP 11 LAC, introduced by Law 28/2022, of 21 December, on the promotion of the start-up ecosystem.

The purpose of this regulation is to strengthen the tax transparency of large multinational groups by requiring them to make public, broken down by jurisdiction, information relating to their profits, corporate income tax accrued and paid, and other indicators of their economic activity.

As a general rule, the obligation to prepare and publish the CbCR falls on the ultimate parent companies of a group whose consolidated turnover has exceeded a total of EUR 750,000,000 in each of the last two consecutive financial years, as well as on companies that, without forming part of a group, individually exceed that same turnover threshold.

Where the ultimate parent company of the group is not subject to the law of a European Union (hereinafter, the "EU") Member State, the obligation shifts, under certain conditions, to the EU-based subsidiaries that form part of that group, as well as, where applicable, to branches opened in EU territory by the foreign undertaking.

However, the legal regime provides for a simplification mechanism to prevent the obligation from multiplying unnecessarily: when several Spanish subsidiaries or branches of the same group exist, or when these are spread across different EU Member States, the group may designate a single entity to centralise compliance with the publication obligation on behalf of all of them. It is on the operation of this designation mechanism, in both scenarios, that the query rules.

First question: several Spanish subsidiaries or branches of the same foreign parent company

Where several Spanish subsidiaries or branches of the same ultimate parent company or foreign undertaking not subject to the law of a Member State exist, the question raised was whether the obligation to publish the CbCR falls on each and every one of them or, conversely, whether it is sufficient for a single one, designated by the group or the foreign undertaking, to publish it, provided that the published information covers all of the subsidiaries or branches based in Spain.

The ICAC starts from the premise that the purpose of the rule is to ensure the publicity and accessibility of the group's or undertaking's information, and not to multiply identical publications without additional informational value.

Therefore, when several Spanish subsidiary companies of the same ultimate parent company not subject to the law of a Member State exist, or several branches established in Spain by the same undertaking not subject to the law of a Member State exist, the CbCR publication obligation should not necessarily be interpreted as requiring an independent, complete and separate publication by each of those subsidiaries or branches, provided that the published report covers all of the information required in respect of the group or undertaking and is accessible on the terms legally provided.

Consequently, the obligation may be fulfilled through a single publication made by one of the affected Spanish entities, designated by the group or by the foreign undertaking, provided that such publication includes the information required by the rule and the remaining entities clearly identify the entity that fulfils the obligation and the place where the report can be consulted.

Finally, the ICAC adds that it is reasonable for the entity to include a statement indicating this fact, together with other details that facilitate locating the information, in the documentation to be filed with the Commercial Registry.

Second question: mismatch of deadlines and designation of a subsidiary in another EU Member State

The CbCR must be prepared, published, filed and made accessible within a maximum period of six months from the closing date of the financial year to which it relates, as provided under AP 11 LAC. However, Directive (EU) 2021/2101 of the European Parliament and of the Council, of 24 November 2021, of which AP 11 LAC constitutes the transposition into Spanish law, establishes a longer period: twelve months from the closing date of the financial year.

This mismatch of deadlines raised a relevant practical question: when the ultimate parent of a multinational group is not subject to the law of an EU Member State and designates a subsidiary based in an EU Member State other than Spain to assume publication of the CbCR on behalf of the group, would the Spanish subsidiary breach its obligation if that designated entity, subject to a twelve-month period under its national legislation, had still not published the report once the six months imposed by the Spanish rule had elapsed?

The ICAC states that, when the various subsidiaries or branches of the same group not subject to the law of an EU Member State are based in different EU jurisdictions and there is no intermediate European parent company on which the Spanish companies depend, it must be accepted that the ultimate parent or the foreign undertaking may designate one of the EU-based subsidiaries or branches to comply with the publication, accessibility and filing obligation in respect of the report on behalf of the group.

In such a case, the Spanish subsidiary or branch would not need to separately publish, make accessible and file the report together with its annual accounts in Spain, provided that: the designation agreement expressly identifies the designated European entity and the place where the report can be consulted; the report published or filed by that entity covers the information corresponding to the group or undertaking and makes it possible to understand that it extends to the Spanish subsidiaries or branches included within its scope; and publication or filing by the designated entity is carried out in accordance with the deadline and other requirements established by the national legislation applicable to it.

Regarding this last condition, the ICAC expressly concludes that the relevant deadline for the publication or filing carried out by the designated entity will be the one provided under the legislation of that entity's Member State, and the Spanish subsidiary or branch need not bring forward a filing of its own in Spain merely because its annual accounts are filed earlier with the Spanish Commercial Registry.

This solution is consistent with the purpose of the Directive and its domestic transposition, avoids a multiplicity of national filings of the same report, preserves the publicity and accessibility of the information, and allows the group to arrange centralised European compliance where there is no common European parent company for the Spanish companies.