Spain publishes draft for B2B e-invoicing system

Spain’s Ministry of Economic Affairs published a draft of a royal decree that spells out how electronic invoicing between businesses (B2B) will work in the country. In this article, we’ll explain all you need to know about the upcoming obligation for businesses to use e-invoices for their B2B sales.

Summary

• Businesses can use either a public e-invoicing solution or a private e-invoicing platform to send invoices to their customers. In both cases, the seller must send a copy of each invoice to the public e-invoicing solution in the Facturae format.
• ‍Private e-invoicing platforms will be allowed to use four e-invoice formats: UBL, Facturae, CII, or EDIFACT.
• The first step will be for the government to approve and publish this royal decree. Twelve months after that, large companies (those with annual revenues higher than €8 million) will need to start issuing e-invoices, and 24 months after that, it will be the turn of smaller companies.
• Buyers will also need to inform sellers whether they accept the invoice and when they paid it. However, this will not become mandatory until 36 to 48 months after the final text is published.

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E-invoicing in Spain

Business-to-government invoices (B2G)

Since 2015, suppliers who issue invoices for amounts larger than €5,000 to the public administration have had to use an e-invoicing system called Facturae, or FACe. If you’re already sending invoices to the government via this system, you can keep doing it the same way.

Business-to-business invoices (B2B)

In September 2022, the Spanish government introduced the obligation to use electronic invoicing for B2B relationships in Spain, subject to the publication of the technical details on how the system would work.

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This text defines the overall operation of electronic invoicing for commercial relationships (B2B) in Spain but lacks further technical specifications for technical solutions to implement it.

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There are certain transactions that won’t be affected by this regulation. The main exceptions are:

• International sales: The rule applies only to domestic sales, so if the issuer or recipient of the invoice is a foreign company, there is no need to use e-invoicing.
• Simplified invoices: In Spain, some transactions can use a simplified invoice, which is what we usually call a “ticket” (Art. 4. RD 1619/2012). If you are currently allowed to use simplified invoices, you can keep doing so and won’t need to change to e-invoicing. The main cases where simplified invoices are allowed are:
  • Transactions smaller than €400 (VAT included).
  • Transactions larger than €3,000 (VAT included) in certain sectors (including hospitality and catering, passenger transport, and nightclubs).
  • Rectifying invoices.

Business-to-consumer invoices (B2C)

The new law refers only to B2B sales, so if you sell only to consumers, you can continue invoicing as usual. The government has not announced any plans to introduce mandatory e-invoicing for B2C invoices.

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When will e-invoicing start in Spain?

The June 19 draft allows any citizen or company to present comments until July 10, 2023. After that, the Ministry of Economic Affairs will make the appropriate modifications and approve the final text, publishing it in the BOE (Official State Gazette).

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The following deadlines will go into effect on the day that the final text is published in the BOE:

• 12 months: for companies with annual revenues over €8 million to issue e-invoices.
• 24 months: for companies with annual revenues below €8 million to issue e-invoices.
• 36 months: for companies with annual revenues over €6 million to report invoice statuses.
• 48 months: for companies with annual revenues below €6 million to report invoice statuses.

How will e-invoicing work in Spain?

Spain’s B2B e-invoicing will have two main types of solutions:

1. Electronic invoicing exchange platforms: private technological solutions that allow sellers and buyers to send e-invoices to one another.
2. Public electronic invoicing solution: the government will create its own solution for the exchange of e-invoices. It will serve two functions:
   • Universal repository: it will receive copies of every e-invoice issued through a private e-invoicing platform, acting as a universal and mandatory e-invoicing repository.
   • Free alternative: companies will be able to use the public solution to directly issue and receive e-invoices, without needing private platforms.

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Companies that want to receive their e-invoices through a private provider must communicate to their supplier which provider they want to use and which of the four accepted formats they want to receive invoices in.

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Private platforms must be able to convert invoices into any of the accepted formats and send them to the recipient's chosen platform. This is called interoperability.

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This process is similar to what France is planning, with one central repository and private platforms that can communicate with one another or with the public solution.

Accepted e-invoice formats

There will be four accepted e-invoice formats that buyers can send to sellers:

• Facturae (an XML-based format created by the Spanish government)
• CII (CEFACT/ONU XML).
• UBL (ISO/IEC 19845:2015).
• EDIFACT (ISO9735).

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The public solution will receive invoices only in the Facturae format.

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In addition, the public solution will have a web form that businesses can use to manually create e-invoices. This means that if you send only a couple of invoices a month, you’ll be able to manually create your invoices within the public solution, for free.

Electronic signature

The new law will require that private platforms digitally sign all invoices sent on behalf of the issuer, using advanced electronic signatures.

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The rules for advanced electronic signatures are defined in Article 10.1.a of Royal Decree 1619 approved back in 2012, but there are now many intermediaries who can issue certificates or sign documents on your behalf.

Unique ID code

All electronic invoices must be identified with a unique code that will contain the fiscal identification number of the issuer, the invoice number and series, and the date of issue of the invoice.

E-invoice statuses

In the same way that sellers will be required to send e-invoices, the buyer will be required to report back to the seller two pieces of information, or events, regarding the lifecycle of an invoice:

• Whether they accept or reject the invoice and the date on which they do.
• That they have paid the invoice in full and the date on which it was paid.

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The draft calls these events invoice statuses. Buyers must report invoice statuses within four calendar days (not counting weekends and national holidays), from the date of that event (for example, the date of accepting or rejecting the invoice or paying the invoice in full).

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Buyers can also voluntarily report three other statuses:

• Whether they partially accept or reject the invoice and the date on which they do.
• That they have partially paid the invoice in full and the date on which they did so.
• That the invoice has been assigned to a third party for collection or payment, identifying the assignee and the date of assignment.

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Rules for e-invoicing platforms

Requirements for e-invoicing platform

Platforms that want to work as e-invoice exchange platforms must meet certain requirements. They must:

• Connect with the public e-invoicing solution.
• Follow ISO/IEC 27001.
• Use secure AS2 or AS4 protocols for sending information.
• Use advanced electronic signatures.
• Convert e-invoices to any of the accepted formats.
• Have a business continuity plan.
• Have 99% service availability and always have support available.
• Follow data governance rules.
• Connect and work with other platforms for free.

Interconnection between platforms

As mentioned above, the invoicing platform of a seller needs to be able to send invoices to the platform that they and the buyer have agreed to use. This can be the public e-invoicing solution or a private e-invoicing platform. This means that private platforms need to be interconnected.

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When a sending platform needs to connect to a new platform, it will send a request to the receiving platform. Then the receiving platform must ensure that the interconnection happens within a month. To do so, the receiving platform must:

• Provide technical documentation.
• Enable a testing environment.
• Dedicate the necessary resources
• Not charge any money for it.

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The draft also talks about the formats that platforms should use when they connect:

• If the destination is a private platform: the sending platform will transform the invoice into one of the four allowed e-invoice formats.
• If the destination is the public e-invoicing solution: the sending platform will forward the invoices to the public solution in Facturae format, and the receiving platform will convert this to the final format.