On 5 March 2025, the Spanish Government released a new version of the draft implementing regulation outlining the main features and technical requirements of the new Spanish e-invoicing system for business-to-business (B2B) transactions, which will significantly change the systems and processes of virtually all companies. These requirements are provisional until the Spanish Government approves the implementing regulation.

Pending requirements

The new e-invoicing requirement for B2B transactions was approved though Law 18/2022, dated 28 September 2022, and will enter into force according to the following deadlines, which are linked to the approval of the ministerial order regulating the technical specifications:

1. Companies with an annual turnover exceeding €8m: One year after the date the ministerial order is approved
2. All other companies and professionals: Two years after the date the ministerial order is approved

(For background, see EY Global Tax Alert, Spain: Planning now to comply with pending mandatory e-invoicing for B2B transactions, dated 5 July 2023.)

The new requirement has two main objectives. First, it aims to combat late payments in commercial transactions. Second, it seeks to promote the digitalization of Spanish companies, particularly smaller ones. Under the new requirement, all invoices must be submitted to a public e-invoicing solution (i.e., system), providing details on their content and status. This will enable the Spanish Tax Authorities to monitor payment deadlines.

The new Spanish e-invoicing system will operate through:

1. Private e-invoice platforms that are required to meet the requirements set out in the implementing regulation
2. A public e-invoicing solution that will be run by the Spanish Tax Authorities (Agencia Estatal de Administración Tributaria)

Companies and professionals must issue, send and receive the B2B e-invoices through the private e-invoicing platforms, the public e-invoicing solution or a combination of both.

If the exchange of the e-invoices takes place directly between private e-invoice platforms, an automatically generated copy of each e-invoice must be submitted to the public e-invoicing solution. The new draft of the implementing regulation sets out new guidelines for businesses exchanging invoices outside the public platform.

The public e-invoicing solution will become an e-invoice repository that will (1) allow the Spanish Tax Authorities to monitor the e-invoices' content and status and (2) allow e-invoicing recipients to check their received e-invoices via the public e-invoicing solution.

Affected companies and professionals

Companies and professionals affected by the new e-invoicing requirement are primarily ones that are Spanish-based or that have a permanent establishment in Spain intervening in the B2B transaction.

Certain types of invoices are excluded from the requirements.

The draft implementing regulation details the semantic data model of the core elements of the e-invoice and the list of syntaxes allowed. Spain will move from Facturae format (Spanish format mainly used for B2G e-invoicing in Spain) to UBL (Universal Business Language) in the public e-invoicing solution, aligning with the European Union's Value Added Tax (VAT) in the Digital Age (ViDA) directive.

Private e-invoice platform operators will be required to interconnect with any other private e-invoice platforms and accept all interconnection requests. With client permission, operators may use the public electronic invoicing solution to interconnect. In addition, the draft implementing regulation sets out the technical requirements to be met by private e-invoice platforms.

Recipients of e-invoices must inform issuers of the following invoice statuses:

1. Commercial acceptance or rejection of the invoice and associated date
2. Full effective payment of the invoice and associated date (the Spanish Government has provided clear definitions for credit/debit note details and invoice payment terms)

The Spanish Tax Authorities will develop a free e-form, which will allow small businesses and professionals to generate e-invoices and send them to recipients and to Spanish Tax Authorities, under certain circumstances. The new draft of the implementing regulation confirms that invoices created through this free e-form system will be VERI*FACTU-compliant (a new mandatory invoicing software for taxpayers not using electronic VAT books — the "Immediate Submission of Information" system, known as SII in Spanish; for background, see Global Tax Alert, Spain approves invoicing software specifications for taxpayers not using electronic VAT system, dated 19 November 2024).

Virtual platform and tools

The Indirect Tax Group of EY Spain has developed a virtual platform comprising various tools aimed at (1) facilitating ongoing VAT compliance and the filing of returns, (2) confirming the accuracy of enterprise resource planning (ERP) data, and (3) resolving discrepancies between the data in the accounting records and information submitted to the Spanish Tax Authorities under the SII system requirements.

This virtual environment and its tools may also be used for businesses and professionals that are not subject to SII system but need to prepare and submit Spanish VAT returns to the Spanish Tax Authorities.

Due to the new e-invoicing system, the virtual platform is being updated with additional functionalities that will facilitate submitting data to the Spanish Tax Authorities, covering all necessary requirements. This integration will aid in compliance with requirements of the SII system and the new electronic invoicing regulations. Importantly, this integration will enable the comprehensive reconciliation of data across ERP, SII and electronic invoicing databases.