Subject: Review of Mandatory Business-to-Business (B2B) Electronic Invoicing Regulations in Spain
This briefing document provides a detailed review of the upcoming mandatory B2B electronic invoicing regulations in Spain, based on the provided sources. It outlines the key themes, important ideas, and relevant facts, incorporating direct quotes where appropriate.
1. Core Objective and Legal Foundation:
The primary driver for mandatory B2B electronic invoicing in Spain is the “Crea y Crece” Law, created in September 2022 (Spain: Mandatory B2B Electronic Invoicing Regulations). This legislation is fundamental as it “designates electronic invoicing as the exclusive method for conducting commercial transactions between companies and self-employed individuals in Spain”. The overarching goals of this law are to enhance the efficiency and oversight of payments, reduce commercial debt, and stimulate business growth.
The specific legal and technical framework is being established through a Royal Decree, the draft of which has been subject to public consultation and scrutiny by various Spanish and European Union bodies.
2. Scope of Application and Exemptions:
The obligation to issue electronic invoices applies to “Business owners and professionals engaged in business-to-business transactions when the recipient is also a business owner or professional”. However, the regulations outline specific exceptions:
- Transactions where neither party has their primary economic activity headquarters or a permanent establishment within Spanish territory to which the invoice is directed.
- Simplified invoices issued in accordance with Article 4 of Royal Decree 1619/2012, with the exception of qualified simplified invoices as defined in Article 7.2 of the regulation.
3. Phased Implementation Timeline:
The implementation of mandatory B2B electronic invoicing will be rolled out in phases based on the annual turnover of businesses. The commencement dates are linked to the official publication of the Royal Decree in the Boletín Oficial del Estado (BOE) and the approval of the public invoicing solution via a Ministerial Order. A significant update indicates that “the regulation will come into force one year after the Ministerial Order approving the public invoicing solution” , altering the previously anticipated timeline.
The specific phases are as follows (calculated from the Royal Decree’s entry into force, which is one year after the Ministerial Order):
- Phase 1 (12 months after the Royal Decree comes into force): Mandatory issuance and receipt of electronic invoices, along with the notification of corresponding invoice statuses, for “companies with annual turnover exceeding €8 million”. During this initial period, these larger companies are also required to provide a PDF copy of the electronic invoice to recipients not yet obligated to receive them electronically, unless the recipient explicitly agrees to receive it in the original electronic format.
- Phase 2 (24 months after the Royal Decree comes into force): Mandatory issuance and receipt of electronic invoices for “companies with annual turnover less than €8 million”, encompassing SMEs and freelancers.
- Phase 3 (36 months after the Royal Decree comes into force): Mandatory notification of corresponding invoice statuses for “companies with annual turnover less than €8 million”.
It is crucial to note the potential overlap with the VeriFactu system, which mandates the use of systems for the electronic submission of billing records to the Spanish Tax Agency (AEAT) and is tentatively scheduled for “1/7/2025 (Pending Definition)”. The updated draft Royal Decree includes “clarifications… regarding the verification of invoices through systems like VeriFactu”, suggesting a degree of integration or coordination between these tax compliance initiatives.
4. Technical Standards and Permitted Formats:
Electronic invoices issued under the new regulations must adhere to specific technical requirements as detailed in the Royal Decree. The permitted formats include:
- XML CII
- EDIFACT
- Facturae
- UBL (Universal Business Language): Significantly, “The UBL (Universal Business Language) standard is adopted as the mandatory format for data exchange and for sending copies to the public e-invoicing platform”. This signifies a move towards a standardised international format for electronic business documents.
To ensure the authenticity of origin and the integrity of the invoice content, one of the following methods must be employed:
- An advanced electronic signature that complies with the eIDAS Regulation (European Union regulation on electronic identification and trust services).
- Electronic Data Interchange (EDI) procedures that have safeguards in place to guarantee both the authenticity of the sender and the integrity of the data transmitted.
5. Operation of the Spanish B2B Electronic Invoicing System:
The Spanish model for B2B electronic invoicing will be a hybrid system, incorporating both private and public elements:
- Private Electronic Invoicing Platforms: These will be operated by third-party providers and must meet the criteria stipulated in the Royal Decree. They will facilitate the direct exchange of electronic invoices between participating businesses. A key requirement is that “Providers of private electronic invoicing platforms are required to establish connections with any other private electronic invoicing provider that are part of the Spanish electronic invoicing system when requested by one of their clients”.
- Public Electronic Invoicing Solution: This will be a centralised platform functioning as an invoice repository and will be overseen by the “State Tax Administration Agency (AEAT)”. Businesses will have the option to use private platforms, the public solution, or a combination of both for sending and receiving electronic invoices. However, a crucial obligation states that “all electronic invoice issuers who don’t utilize the public electronic invoicing solution are obligated to send an accurate duplicate of each invoice in the Facturae format to the public solution, encompassing the essential minimum requirements defined in the technical regulations of electronic invoicing”.
6. Mandatory Obligations Regarding Invoice Statuses:
Recipients of electronic invoices will have specific mandatory reporting obligations concerning the status of received invoices. They must communicate:
- “Complete commercial acceptance or rejection of the invoice, including the date”..
- “Full payment of the invoice, along with the date”.
Additionally, recipients have the option to report further statuses, including partial commercial acceptance or rejection, partial payment details (amount and date), and the assignment of the invoice to a third party for collection or payment (including the assignee’s identification and the assignment date).
All status information must be submitted within a strict timeframe of “4 natural days, excluding Saturdays, Sundays, and national holidays, from the date of the status being reported”.
7. Interoperability Between Private Platforms:
To ensure a seamless flow of electronic invoices across the business ecosystem, the regulations mandate interoperability between private electronic invoicing platforms. As previously mentioned, providers are obliged to establish connections with other private platforms within the Spanish system if a client requests it. As an alternative, with the client’s consent, providers can utilise the public electronic invoicing solution as an intermediary for interconnection. In such cases, “the private electronic invoicing platform chosen by the recipient will be responsible for adapting the electronic invoice message to meet the syntax and technical specifications agreed upon by the parties, should it differ from the format and specifications of the public electronic invoicing solution. This ensures the preservation of the authenticity of the message’s origin and the integrity of its content”.
8. Key Developments from the Second Public Hearing:
The second public hearing on the draft Royal Decree, which commenced on March 27, 2025, and concluded on April 7, 2025, brought forth several significant updates and changes to the proposed regulations:
- Elimination of Paper Invoice Exception: The previous allowance for issuing paper invoices for transactions where there was no legal obligation to issue an invoice has been removed. This means all B2B invoices will now be required to be electronic.
- Mandatory Adoption of UBL: The UBL standard has been confirmed as the mandatory format for data exchange between businesses and for sending copies of invoices to the public e-invoicing platform.
- Clarifications on Payment Terms and VeriFactu: The updated draft provides further clarity regarding the reporting of payment terms and the interaction with invoice verification systems such as VeriFactu.
- Revised Implementation Timeline: The entry into force of the B2B electronic invoicing regulation is now explicitly linked to the Ministerial Order approving the public invoicing solution, occurring one year after its publication.
9. Key Stakeholders and Their Roles:
The implementation of these regulations involves numerous key actors:
- Ministry of Economy: Responsible for economic policy and initiated the second public hearing.
- Ministry of Economic Affairs and Digital Transformation & Ministry of Finance and Public Administration: Jointly presented the draft regulation to the European Commission.
- European Commission: Reviewed the draft regulation for compliance with EU law.
- Council of State: Will provide a crucial review of the final draft of the Royal Decree before its approval.
- Council of Ministers: The Spanish government body that will formally approve the Royal Decree for publication.
- State Tax Administration Agency (AEAT): Will oversee the operation of the public electronic invoicing solution and the VeriFactu system.
- Business owners and professionals in Spain: The entities obligated to issue and receive electronic invoices according to the phased timeline.
- Large companies (annual turnover > €8 million): The first group to be mandated to comply.
- SMEs and freelancers (annual turnover < €8 million): The second group to be mandated, with a later start date.
- Providers of private electronic invoicing platforms: Will offer the technological solutions for businesses to comply.
- Standardisation bodies (CEFACT/UN, ISO/IEC): Responsible for the formats and standards being adopted (XML CII, UBL, EDIFACT).
- VeriFactu: The electronic billing record submission system that will operate in parallel.
10. Potential Impacts and Considerations for Businesses:
The transition to mandatory B2B electronic invoicing will likely bring both benefits and challenges for Spanish businesses, particularly SMEs. Potential advantages include increased operational efficiency, a reduction in administrative costs over time, faster payment processing, and enhanced transparency in business transactions. However, challenges may arise from the initial costs of implementing new software and integrating it with existing systems, the need for training staff, and the administrative burden of understanding and adhering to the new regulatory requirements.
11. Conclusion:
The introduction of mandatory B2B electronic invoicing in Spain represents a significant modernisation of business-to-business transactions. The “Crea y Crece” Law provides the overarching legal mandate, and the forthcoming Royal Decree will establish the detailed technical and operational framework. Businesses must proactively prepare for the phased implementation, paying close attention to the timelines relevant to their size, the mandated technical standards (especially the UBL format), and the interconnected roles of private platforms and the public invoicing solution. The recent second public hearing and the resulting amendments underscore the importance of staying informed about the ongoing developments to ensure a smooth and compliant transition.
- See also
- Join the Linkedin Group on Global E-Invoicing/E-Reporting/SAF-T Developments, click HERE
