Corporate director or shareholder: classification, RETA registration and contributions

Article 305.2.b of the Ley General de la Seguridad Social (the Spanish General Social Security Act) requires anyone who carries out management and administration duties as a director or administrator, or provides other services for a capital company, on a regular, personal and direct basis and for profit, to register in the RETA (the special regime for self-employed workers), provided they have effective control of the company, whether direct or indirect.

Effective control exists in all cases when your shares reach half of the share capital. Furthermore, the law presumes it (unless proven otherwise) in 3 situations: that at least half of the capital is in the hands of family members you live with (spouse or relatives up to the 2nd degree), that you own at least 1 third of the capital, or that you own at least 1 quarter and exercise management and administration duties.

Control can be indirect: if you control the company through another intermediary company, the result is the same. The TGSS (the General Treasury of the Social Security) looks at the reality of the control, not just the paperwork.

If there is no effective control, the classification changes: a director with remunerated executive duties goes to the General Regime as an assimilated worker (without unemployment protection or FOGASA) and an ordinary working shareholder goes to the common General Regime. Getting this box right is exactly what a classification study resolves.

Since 2023, all self-employed workers (autónomos) contribute based on their real net returns, but the corporate freelancer has its own rules. You must compute all the returns generated by your company: the payroll or remuneration for the position and capital returns (dividends, for example), whether in cash or in kind. A deduction for generic expenses of 3% is applied to that total, compared to 7% for an individual self-employed worker.

In 2026, the transitional regime that set your minimum base at €1,000 ends. The minimum base for a corporate freelancer becomes that of contribution group 7 of the General Regime, which the Orden PJC/297/2026 (the Spanish ministerial order on contributions) sets at €1,424.40 per month. With the total rate for 2026, which is 31.50%, this means a minimum monthly quota of €448.69, even if your real returns are low.

The 2026 contribution order allows you to provisionally maintain the base that was being applied in 2025 during the year. However, the final base after the regularisation cannot fall below the corporate floor, so anyone who continues paying for €1,000 will have to pay the difference when the TGSS regularises the financial year with the data from the AEAT (the Spanish Tax Agency).

Within your bracket, you can choose a higher base (the maximum RETA base in 2026 is €5,101.20 per month) and you can change your base up to 6 times a year to adjust to your expected returns.

Yes. For years the TGSS denied it to corporate freelancers, but the Supreme Court settled the matter in rulings from December 2019 and early 2020 and the Treasury changed its criteria: a corporate freelancer accesses the start of activity benefits under the same conditions as any other self-employed worker.

The current flat rate is the reduced quota of article 38 ter of the Ley 20/2007 (the Spanish Self-Employed Workers Statute): €80 per month during the first 12 months of registration (the TGSS adds the MEI contribution). It can be extended for another 12 months if your expected net returns are lower than the current minimum interprofessional wage.

Requirements: not having been registered in RETA in the previous 2 years (3 if you already enjoyed the benefit before) and requesting it during the registration process itself. This last point matters: a registration submitted late can leave you without the reduced quota.

When the flat rate runs out, you will start contributing according to the bracket that corresponds to your real returns, with the corporate floor of €1,424.40 as a base.

Registration in RETA is prior to the start of the activity: it can be requested up to 60 calendar days before starting (article 46 of the Affiliation Regulation, RD 84/1996). In the case of a corporate freelancer, the start usually coincides with the acceptance of the position with executive duties or with the effective start of work for the company.

If the registration arrives late, the obligation to contribute does not disappear: the TGSS demands the quotas from the real start of the activity, with a statute of limitations of 4 years, and applies the surcharges of article 30 of the LGSS (from 10% to 35% depending on the case) plus late payment interest.

Furthermore, the period worked without registration harms you: in practice you lose the reduced start of activity quota, and the lack of registration can lead to an administrative penalty apart from the surcharges.

Regularising voluntarily before the TGSS claims is always better: the surcharge is lower if the payment is made early and the risk of a penalty is reduced. Managora can prepare and submit the registration with correct effects and calculate what to expect.

The Treasury cross-references its data with the Commercial Registry and with the AEAT (deeds of incorporation and appointment, Corporate Tax, withholdings). When the cross-reference does not match the declared classification, it reviews the file ex officio and can carry out a retroactive registration.

Typical errors: a director with effective control registered in the General Regime by the company (contributing in the wrong regime does not exempt you from the retroactive payment of RETA quotas); a spouse or cohabiting relative who together with you adds up to half of the capital and works in the company without being in RETA; indirect control through another company that was not declared; and a formally unremunerated director who actually invoices or gets paid by the company.

The consequences of an incorrect classification go beyond the debt: retroactive quotas with a surcharge, possible review of benefits recognised in the wrong regime and denial of benefits such as the flat rate.

The solution is not to wait for the letter from the TGSS. A classification study documents your capital percentage, kinship and real duties, concludes which regime applies and leaves the registration well done from the beginning.

Managora analyses your situation in the company (percentage of your own capital and that of cohabiting relatives, position and management duties) and determines in a reasoned manner whether you belong in RETA as a corporate freelancer, the General Regime or the assimilated General Regime.

If registration is appropriate, we prepare it and submit it to the General Treasury of the Social Security on your behalf, with the forecast of returns, the correct base and the request for the reduced quota when you are entitled to it.

The entire process is online: you complete the questionnaire, sign the mandate and we take care of the rest. You can see the updated price of the service on the Corporate Freelancer Classification Study and RETA Registration page and start today.