The DGT maps out the Beckham regime for company directors: causation, the passive-holding test and continuity

The Spanish Directorate-General for Taxation (DGT) has issued, within a year, three binding rulings on the special regime of article 93 of Law 35/2006 of 28 November on Personal Income Tax (LIRPF) where the move to Spain is due to becoming a company director: V1622-24 of 3 July 2024, and V1208-25 and V1209-25, both of 3 July 2025.

Each resolves a different point. Read together, they outline three questions: the causal link between move and appointment, the limit on the director’s shareholding where the entity is a passive-holding entity, and the continuity of the regime when the relationship that prompted the move changes.

The legal framework

Article 93.1.b).2 LIRPF, as worded by Law 28/2022 of 21 December on the promotion of the start-up ecosystem, with effect from 1 January 2023, allows the regime where the move takes place “as a result of becoming a director of an entity” (our translation).

The provision adds a limit where the entity is a passive-holding entity under article 5.2 of Law 27/2014 of 27 November on Corporate Income Tax (LIS): the director “may not hold an interest in that entity that makes it a related party within the meaning of article 18” of that law, that is, an interest of 25 % or more. If the entity is not a passive-holding entity, the law does not limit the director’s shareholding, as the DGT had already recalled in ruling V1983-24 of 17 September 2024.

V1622-24: a 50 % company with the spouse

The applicant, a Swedish national tax resident in Sweden in 2023, set up a Spanish limited company with her spouse in January 2024, engaged in affiliate marketing and search optimisation, with services also aimed at the Swedish market. Each spouse holds 50 % of the capital, without prejudice to new partners joining.

The applicant is a director, with an office remunerated by a fixed annual amount, and the project has required her to move to Spain with her family. The DGT concludes that, “insofar as, as she states, the applicant’s move to Spain has taken place as a result of becoming a director of the Spanish company and the company is not a passive-holding entity” (our translation), this requirement would be met. She may elect the regime if she also meets the requirements of letters (a) and (c) of article 93.1.

V1209-25: the family was already in Spain

The applicant, a Ukrainian national, plans to move to Spain from Ukraine to become a director of a Spanish software development and IT consultancy company. His wife and children moved to Spain in April 2022, fleeing the war, under temporary protection for displaced persons. The applicant was then assigned a Social Security number, although he states that he has not started any activity.

The DGT recalls that causation is a question of fact whose assessment “is not for this Directorate but for the audit and management bodies of the tax administration” (our translation). It notes that the applicant’s interest “would appear to be 25 % or more”, which would make the entity a related party, but that if the move results from the appointment and the entity is not a passive-holding entity, the requirement would be met.

The DGT also quotes article 9.1 LIRPF, including the presumption in its last paragraph: a person is presumed resident in Spain if their spouse not legally separated and their dependent minor children reside here. The family’s presence in Spain since 2022 therefore requires ruling out that this presumption applied in the previous five years, because letter (a) of article 93.1 requires the taxpayer not to have been resident in any of them.

V1208-25: from employment to a directorship

The applicant, an Irish national, moved to Spain on 14 September 2023 for his job with company A and elected the regime, applicable from 2024 to 2029. The employment ended on 31 December 2024. On 23 December 2024 he had been appointed joint director of another Spanish company, B, an appointment registered in the Commercial Registry on 17 January 2025.

B is engaged in real estate brokerage, has offices and around 30 employees, and is owned indirectly, through a holding company, by the applicant’s wife, who is also a director. The applicant joins to address the company’s lack of profitability. He asks whether the regime still applies despite the overlap between the two positions and the registration date.

The DGT answers yes. It relies on rulings V0432-17 and V1739-17, under which the purpose of the regime “is in no way incompatible with the fact that, once the employment or directorship that genuinely and effectively prompted the move has ended for reasons beyond the taxpayer’s control, the taxpayer remains unemployed or inactive for a short period and then begins a new employment or directorship that also meets the requirements of article 93 LIRPF” (our translation). Since the applicant has begun a new directorship, he is not excluded, provided that the requirements of article 93 are met.

What follows from the three rulings

Causation is the first test. The DGT states it in the same terms in V1622-24 and V1209-25: “a causal link between the move to Spain and becoming a director is required” (our translation). And in both it warns that assessing it is not for the DGT but for the audit bodies. The rulings do not, therefore, resolve this point: they leave it to the evidence.

As to the shareholding, the 50 % in V1622-24 and the interest of 25 % or more in V1209-25 do not prevent the regime if the entity is not a passive-holding entity. If it were, the director could not hold 25 % or more; in V1622-24, the applicant’s 50 % would on its own be enough to block the regime in that case.

As to continuity, V1208-25 accepts that the regime may continue when the relationship that prompted the move is replaced by another that meets the requirements, even if its nature changes, from employment to a directorship. That said, the underlying doctrine refers to terminations for reasons beyond the taxpayer’s control; V1208-25 applies it without examining why the employment ended, so the criterion should not be extended to voluntary resignations without caution.

Our assessment

In our view, the three rulings are consistent with the design of the regime after Law 28/2022. Causation prevents an instrumental use of directorships, and the shareholding limit is confined to passive-holding entities.

There is, however, one point the rulings raise without developing. In V1622-24 and V1209-25, the DGT warns that, if the director provides the company with services other than those inherent in the office, the remuneration will have to be characterised under articles 17.1 and 27.1 LIRPF. If it is business income obtained through a permanent establishment in Spain, the requirement in letter (c) of article 93.1 would not be met.

Practical consequences

Causation must be documented at the time of the move: the appointment resolution, the timing of appointment and move, and the reasons for joining. The ruling offers no protection against a later assessment of those facts.

It is advisable to check, before the move and throughout the period of the regime, that the company is not a passive-holding entity, looking at the composition of its assets on the basis of the average of the quarterly balance sheets for each year. If it became one, a director holding 25 % or more would lose the regime.

Remuneration for the office of director is employment income under article 17.2.e) LIRPF. If the director also provides other services to the company, their characterisation should be analysed carefully: services characterised as business income (article 27.1 LIRPF) and obtained through a permanent establishment in Spain would exclude the regime.