Consultancy agreement in Spain: Template, Key Clauses and Local Law (2026)

What a consultancy agreement is under Spanish law A consultancy agreement in Spain engages an independent professional, an autonomo, or another company to provide advice or services for a fee. It is a civil or commercial contract, usually an arrendamiento de servicios under the Civil Code (article 1544 and following), not an employment contract. The central risk in Spain is the same as the opportunity: because a consultant is not an employee, the client avoids employment costs, but if the relationship looks like employment, the authorities can reclassify it and the client faces back contributions, penalties and employee rights. Spain draws a careful line between three situations: a genuine independent contractor, a TRADE (economically dependent self-employed worker), and a falso autonomo (a disguised employee). A good consultancy agreement keeps you on the right side of that line. ## What local law requires The autonomo and registration. A Spanish consultant is normally registered as an autonomo, enrolled with the tax authority and the Social Security self-employed scheme (RETA), and issues invoices with IVA (VAT, standard rate 21 percent) and the applicable IRPF withholding. The client should hold the consultant's registration details. The TRADE rules. If a self-employed person earns at least 75 percent of their income from a single client, they can qualify as a trabajador autonomo economicamente dependiente (TRADE). A TRADE needs a written contract, which must be registered, cannot have employees, cannot subcontract the work, and depends on only one client. A TRADE gets some protections closer to employment, such as a minimum rest and compensation for unjustified termination, but remains self-employed. False self-employment (falso autonomo). This is the main enforcement risk. If a consultant is integrated into the client's organisation, works to the client's schedule, uses the client's equipment, and takes none of the business risk (the tests of dependencia and ajenidad), a labour inspector can treat the relationship as hidden employment. The company then pays back Social Security contributions and penalties. The label on the contract does not save you; the real working pattern decides. No automatic IP transfer. As in employment, intellectual property created by a consultant does not pass to the client by default. The contract must assign it clearly. ## Getting the TRADE contract right If the consultant will be a TRADE, the arrangement has extra formal rules that are easy to get wrong. The contract must be in writing and must state that the consultant is a TRADE. The consultant has to register the contract with the public employment service, usually within a short window after signing, and notify the client. A TRADE is entitled to at least 18 working days of rest a year, and if the client ends the contract without a justified reason the consultant can claim compensation. A TRADE dispute goes to the social courts, not the ordinary civil courts, which is itself a signal of how close the status sits to employment. If you do not want these obligations, structure the engagement so the consultant genuinely serves several clients and stays below the 75 percent income threshold. ## Cross-border and remote consultants Many Spanish consultancy engagements are now remote or cross-border, and that adds questions a domestic template ignores. If a consultant based abroad provides services to a Spanish company, the place-of-supply rules decide where VAT is due, and a reverse charge may apply. If a Spanish autonomo works mainly for one foreign client, the TRADE and false self-employment tests still matter, because Spanish labour authorities look at the substance of the relationship wherever the client sits. Set the governing law and the place for resolving disputes clearly, and do not assume a foreign framework overrides Spanish mandatory rules on social security and classification. ## A usable template Adapt to your facts and have a Spanish lawyer review it. CONTRATO DE PRESTACION DE SERVICIOS DE CONSULTORIA / CONSULTANCY AGREEMENT 1. Parties. [Client, CIF, registered office] and [Consultant, NIF, autonomo registration, address]. 2. Independent status. The Consultant is an autonomo providing services independently. This is not an employment relationship. The Consultant controls their own methods, schedule and tools and may serve other clients. 3. Services. [Describe the advice or deliverables and the scope.] 4. Term. From [date] to [date / completion], with renewal by written agreement. 5. Fees. [Amount] plus IVA at 21 percent, with IRPF withholding where applicable. Payment within [X] days of invoice. 6. Independence safeguards. The Consultant is not subject to the Client's working hours, uses their own equipment where possible, bears their own business risk, and is free to accept other work. 7. Intellectual property. [State assignment of IP in deliverables to the Client, expressly.] 8. Confidentiality. The Consultant keeps Client information secret, consistent with the trade secret law (Ley 1/2019). 9. Data protection. Where personal data is processed, the parties comply with the GDPR and the LOPDGDD, with a processing agreement if the Consultant acts as processor. 10. Liability and termination. [Cap, carve-outs, notice and consequences.] 11. Governing law and jurisdiction. Spanish law; courts of [city]. Signatures, dated. ## A short walk through the key clauses Independent status and independence safeguards are the clauses that matter most. They should describe a relationship where the consultant genuinely runs their own work. But the clause only protects you if the practice matches it; inspectors look at reality, not wording. Fees should reflect self-employment: invoices with IVA and IRPF, not a fixed monthly "salary" that looks like pay. Intellectual property needs an express assignment, because Spanish law does not transfer it automatically. ## Red flags to check before signing - The consultant works only for you, to your timetable, at your desk, with your equipment. That pattern points to false self-employment.

• A fixed monthly payment with no invoices, VAT or withholding.
• A TRADE relationship (75 percent or more of income from you) with no written, registered TRADE contract.
• No IP assignment clause.
• Confidential information shared with no trade secret or GDPR protection. ## Keeping the arrangement safe after signing A consultancy agreement in Spain needs watching after signing: whether the consultant has drifted into looking like an employee, whether the income share has crossed the TRADE threshold, when the term renews, and whether IP and confidentiality duties are being honoured. Drafting a Spanish consultancy agreement that keeps the consultant genuinely independent, checking it against the TRADE and false self-employment tests and for a valid IP assignment, and tracking the term and renewal can sit in one AI workspace tuned to how your company engages advisers. Adira follows that shape: it drafts from a template, models the contract as linked clauses so it can flag a missing independence safeguard or an IP assignment that was left out, and keeps the term and obligations in one place. Adira is India-first today, with jurisdictions set per contract and an international mode for others; deep, verified coverage of Spanish law is on its roadmap rather than established, so treat Spain specific output as a draft for a Spanish lawyer to confirm. This page is general information, not legal advice.