Naviera Ladoga’s phantom returns in Las Palmas, reigniting the fight over shielding AIE structures at the Supreme Court

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The Supreme Court has agreed to hear a key appeal that revives the ruling line of the National High Court (Audiencia Nacional) and places under the spotlight the vulnerability of indirect tax-optimization structures used by major shipping and logistics operators to channel capital to the Canary Islands.

The ruling by the Administrative-Contentious Chamber will measure the scope of the corporate investors’ right of defense against Spain’s Tax Agency (Agencia Tributaria, AEAT), in a context where final settlements of Economic Interest Groupings (Agrupaciones de Interés Económico, AIE)—the preferred vehicle of shipping companies to shift tax bases and deductions—collide directly with the individual inspection reports of each of their partners.

The Supreme Court’s Auto (ATS 6170/2026), delivered by Judge Sandra María González de Lara Mingo, breaks with the traditional restrictive uniformity of the doctrine by identifying an objective right to appeal. The core of the legal battle turns on the interpretation of Article 105.2 of the General Regulations of Tax Management and Inspection Actions (RGAT).

That provision states that the verification of income-allocation structures will be carried out directly with the entity, “without prejudice to the right of its partners or members to oppose all grounds for challenge they deem appropriate during the processing of the verification or investigation procedure that is initiated against each of them”.

The High Court explicitly restores the October 2021 precedent from the National High Court (rec 572/2018), which involved Naviera Ladoga directly. In that decision, the National High Court found that the regulation clearly allows the investor to argue the substantive grounds of the corporate regularization originating in its own individual file. That, in turn, opened the door to challenging the accounting adjustments made by the shipping company or the original investment vehicle, even if the main corporate settlement was already final and accepted through the abandonment or acquiescence of its administrators.

The legal loophole has been reactivated by an appeal filed by Manuel, a partner holding a 10% stake in the AIE “Nadie quiere la noche”, an instrumental entity devoted to film and audiovisual production designed to capture tax incentives under the Canary Islands’ Economic and Fiscal Regime (REF). The investor entered the vehicle’s capital on December 30, 2014, with a contribution of €225,000, and exited in January 2017 for a nominal price of €100 after the tax savings materialized.

In March 2017, the AEAT’s Inspection Department began a verification process relating to the AIE’s Corporate Income Tax that dismantled the structure: a positive impact of €117,616.07 from rejecting the deductibility of accounting expenses the inspector deemed not proven with reliable evidence. There was also a total disallowance of deductions for film investments for the 2014 and 2015 tax years after it was ruled that the AIE lacked the initiative and operational responsibility required to legally qualify as the film’s producer.

The corporate defense of the vehicle failed in the administrative track. The Regional Economic-Administrative Tribunal (TEAR) of the Canary Islands dismissed the claim in August 2022, and the Central Economic-Administrative Tribunal (TEAC) declared it inadmissible for amount in May 2023. As no administrative-contested lawsuit was filed within the deadline, the AIE’s settlement became final.

Building on that corporate finality, the AEAT launched individual inspections on the partners’ Personal Income Tax (IRPF) to recoup the amounts that had been bonified. In March 2021, it issued a proposal for a provisional settlement that cut Manuel’s balances by €106,001.58 for 2016 and €45,208.67 for 2017, arguing that the investor had obtained an accumulated financial return that unlawfully exceeded the cost of entering the capital.

In July 2025, the High Court of Justice of the Canary Islands backed the Inspection under the traditional thesis: if the taxable base determined for a transparent entity becomes final, it cannot change depending on whether each partner chooses to litigate individually, because allowing it would “throw the tax system into disarray”. The First Section of the Third Chamber of the Supreme Court, chaired by Judge Pablo Lucas Murillo de la Cueva, will now decide whether the principle of corporate finality inevitably carries over to capital partners—or whether, as the National High Court found with Naviera Ladoga, the design of these incentives supports the right to reopen and retrospectively scrutinize the vehicle’s balance sheet in court.

The post El fantasma de Naviera Ladoga en Las Palmas reabre la guerra por el blindaje de las AIE en el Tribunal Supremo was first published on encanarymaritime.com.

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