Business
Sell, reorganise or cross borders: where the tax bill is decided
The life of a business estate has decisive moments: selling the company, reorganising the group to separate family branches or prepare succession, and the move abroad. At each of those moments the tax can be very small or very large. Almost always, the difference is decided before the transaction, not at the notary.
Selling the company: 30% or 1.25%
When an individual sells their shares, the gain is taxed in the savings base of personal income tax, at rates of up to 30%. If the seller is a holding company that has held at least 5% for more than a year, 95% of the gain is exempt from corporate income tax. The effective cost is around 1.25%.
| Sale of a company for €10 million (gain of €9 million) | Approximate tax | Available to reinvest |
|---|---|---|
| Individual, directly | ~€2.68 million | ~€7.32 million |
| Pre-existing family holding | ~€0.11 million | ~€8.89 million |
The condition is decisive: the holding must exist for its own reasons, and in advance. Creating it the day before the sale is exactly what the tax authority recharacterises. That is why we recommend an exit diagnosis two or three years before any sale.
The same transaction holds other decisions with an impact: selling shares or selling assets, how deferred consideration (an earn-out) is designed, which tax warranties are agreed, and whether clearance is needed from the competition authority or from foreign-investment control.
Reorganising the group without a toll: the FEAC regime
The special regime for mergers, divisions, contributions and share exchanges (known as FEAC) lets companies be reordered without tax on latent gains. There is also no transfer tax, stamp duty, VAT or municipal gain tax. It is not an exemption: the gain will be taxed when, later, the asset is sold.
It is the usual tool for:
- creating a family holding by contributing the shares;
- separating two family branches that want to go different ways;
- carving the property out of the business before a succession or a sale;
- simplifying groups with too many companies.
The central requirement is documented valid economic reasons: concentrating management, separating risks, preparing generational succession. Mere tax saving is not one.
Between 2024 and 2026 the tax authority has reviewed intensively family holdings created years earlier. The Supreme Court judgment of 20 July 2026 has set a limit: if the authority finds abuse, it must identify the specific tax advantage and adjust only that, not strike down the whole regime. That is good news for families with reorganisations pending or inspections open.
When wealth crosses borders
More and more families have assets, companies or members abroad. The aim is that each item of income is taxed once, and at the right rate. That means checking four points:
- Tax residence. Anyone who spends more than 183 days in Spain, or has the centre of their economic interests here, is resident. If two countries claim the same person, the double-tax treaty decides.
- Treaties. Spain has treaties with close to a hundred countries. Applied properly (with a residence certificate in force before the payment), they allow reduced or nil withholding and a credit in Spain for tax paid abroad.
- Exit tax. Someone who moves their residence abroad with shareholdings valued at more than €4 million may have to pay tax on the latent gain without having sold anything. If the destination is an EU country, payment can be deferred.
- Reporting duties. Assets abroad of more than €50,000 per category (form 720), crypto-assets abroad (form 721) and the declaration of foreign investments.
Often, the structure on arrival (for someone coming to live in Spain) or on departure (for someone leaving) is what most shapes the tax of the years that follow.
Plan before, not after
A sale, a reorganisation and an international move are three sides of the same idea: the estate has to be prepared before the decisive moment. At Altura we accompany the whole transaction, from the tax diagnosis and the prior structure through to closing and the compliance that follows, with the support of Orience for families with an international dimension.
This article is for information only and is not advice. The rules and case law cited are those in force in October 2026; each case needs its own analysis.
