{"id":5035,"date":"2026-04-11T18:12:12","date_gmt":"2026-04-11T16:12:12","guid":{"rendered":"https:\/\/maraz.es\/?p=5035"},"modified":"2026-07-16T17:13:45","modified_gmt":"2026-07-16T15:13:45","slug":"taxes-on-selling-a-company-in-spain","status":"publish","type":"post","link":"https:\/\/maraz.es\/en\/taxes-on-selling-a-company-in-spain\/","title":{"rendered":"Taxes on Selling a Company in Spain"},"content":{"rendered":"<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>Selling a company is, for most business owners, the most financially significant decision of their professional lives. It is the result of years of work, risk and sacrifice. And it is precisely for this reason that the tax treatment of the transaction deserves priority attention:<\/strong> taxes on the sale of a company can make a difference of hundreds of thousands, or even millions of euros in the net proceeds the seller ultimately receives. Understanding the tax framework before initiating the process is not a technical detail \u2014 it is a prerequisite for making well-informed decisions.<\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>This article explains, in practical terms, how taxation works in a company sale in Spain.<\/strong><\/p>\n<h2 class=\"text-text-100 mt-3 -mb-1 text-[1.125rem] font-bold\">Taxes on selling a company in Spain<\/h2>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>The tax treatment of a company sale depends fundamentally on two variables:<\/strong><\/p>\n<ul class=\"[li_&amp;]:mb-0 [li_&amp;]:mt-1 [li_&amp;]:gap-1 [&amp;:not(:last-child)_ul]:pb-1 [&amp;:not(:last-child)_ol]:pb-1 list-disc flex flex-col gap-1 pl-8 mb-3\">\n<li class=\"whitespace-normal break-words pl-2\">Who sells (an individual or a legal entity)<\/li>\n<li class=\"whitespace-normal break-words pl-2\">and what is sold (the shares or equity interests in the company, or the underlying business assets).<\/li>\n<\/ul>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\">These two decisions determine which taxes are triggered, who bears them and when they fall due. There is no single model: effective tax rates can range from 1.25% to 40% or more, depending on how the transaction is structured.<\/p>\n<h3 class=\"text-text-100 mt-2 -mb-1 text-base font-bold\">Share sale: the most common structure<\/h3>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\">When the seller transfers the shares or equity interests in the company, the transaction is known as a <em><strong>share deal<\/strong><\/em>. It is the most common structure in the Spanish market, particularly in the middle market, and concentrates the entire tax burden at a single point: the gain obtained by the seller on their shareholding.<\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>If the seller is an individual<\/strong>, that gain is subject to Personal Income Tax (IRPF) as a capital gain integrated into the savings tax base.<\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>If the seller is a company<\/strong> \u2014 typically a holding company \u2014 the capital gain is subject to Corporate Income Tax (IS), with the possibility of applying the exemption under Article 21 of the Corporate Tax Act, which can reduce the effective tax rate to 1.25%.<\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\">From an indirect tax perspective, the sale of shares is generally exempt from VAT and Transfer Tax (ITP). <strong>However, there is a relevant anti-avoidance rule:<\/strong> where the transfer grants control of a company whose assets consist of more than 50% of real estate not used in a business activity, the transaction may be subject to ITP as if it were a direct transfer of real property.<\/p>\n<h3 class=\"text-text-100 mt-2 -mb-1 text-base font-bold\">Asset sale: different tax implications<\/h3>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\">In an <em><strong>asset deal<\/strong><\/em>, the company sells its assets directly \u2014 machinery, customer portfolio, trademarks, real estate \u2014 rather than the shares. This structure generates very different tax consequences and, in most cases, is less tax-efficient for the seller.<\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>The capital gain arises at the company level and is subject to Corporate Income Tax at the general rate of 25%.<\/strong>When the individual shareholder subsequently wishes to extract that liquidity, they are taxed again on the dividends received: economic double taxation occurs, which can push the combined tax burden to 40\u201346% of the gain.<\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\">In addition, the sale of individual assets may attract VAT at 21%, unless the assets being transferred as a whole constitute an autonomous economic unit capable of operating independently \u2014 the non-taxable supply under Article 7.1 of the VAT Act. Where real estate is involved, regional Transfer Tax (ITP) may apply (between 6% and 10% depending on the autonomous community), as well as the municipal land value increment tax (plusval\u00eda municipal) on urban land.<\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>An asset deal tends to be more attractive to the buyer<\/strong> \u2014 who can cherry-pick assets and obtain a new depreciable tax base \u2014 which sometimes translates into a higher offered price. <strong>For the seller, however, the tax cost is almost always higher.<\/strong> The choice of structure has a direct impact on the final tax bill and must be analysed before the sale process begins.<\/p>\n<h2 class=\"text-text-100 mt-3 -mb-1 text-[1.125rem] font-bold\">Taxes on a company sale when the seller is an individual<\/h2>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>The most common scenario in middle market transactions is that of the individual shareholder selling their equity interests directly.<\/strong> This is the profile of the family business owner who has built a company over decades and, at a given point, decides to divest.<\/p>\n<h3 class=\"text-text-100 mt-2 -mb-1 text-base font-bold\">Capital gain under Personal Income Tax: how it is calculated<\/h3>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>The capital gain is determined as the difference between the sale value and the acquisition cost.<\/strong> The sale value is the actual transaction price, from which the costs directly associated with the transaction and borne by the seller are deducted: financial and legal advisory fees, notary fees and, where applicable, the cost of discharging encumbrances. The acquisition cost is the amount originally paid to acquire the shares, increased by the costs and taxes borne at the time of acquisition.<\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\">For unlisted equity interests \u2014 the standard case in an SME or family business \u2014 the regulations establish a minimum transfer value for tax purposes: the higher of the proportional net book value of the shares based on the last closed balance sheet, and the result of capitalising at 20% the average profits of the last three closed financial years. If the transaction price is lower, the tax authorities may challenge the value. The taxpayer can rebut this presumption by submitting a professional valuation that demonstrates the market price.<\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>The resulting gain is integrated into the savings tax base of Personal Income Tax and taxed according to a progressive scale.<\/strong> Since 2025, Law 7\/2024 has raised the maximum rate from 28% to 30% for the portion of the gain exceeding \u20ac300,000. The bands are as follows:<\/p>\n<ul class=\"[li_&amp;]:mb-0 [li_&amp;]:mt-1 [li_&amp;]:gap-1 [&amp;:not(:last-child)_ul]:pb-1 [&amp;:not(:last-child)_ol]:pb-1 list-disc flex flex-col gap-1 pl-8 mb-3\">\n<li class=\"whitespace-normal break-words pl-2\">19% up to \u20ac6,000<\/li>\n<li class=\"whitespace-normal break-words pl-2\">21% between \u20ac6,000 and \u20ac50,000<\/li>\n<li class=\"whitespace-normal break-words pl-2\">23% between \u20ac50,000 and \u20ac200,000<\/li>\n<li class=\"whitespace-normal break-words pl-2\">27% between \u20ac200,000 and \u20ac300,000<\/li>\n<li class=\"whitespace-normal break-words pl-2\">30% above \u20ac300,000<\/li>\n<\/ul>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\">For a transaction of \u20ac5 million with an acquisition cost of \u20ac500,000, the Personal Income Tax liability amounts to approximately \u20ac1.33 million.<\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>Where the transaction includes deferred consideration with a final maturity of more than one year, the taxpayer may elect to recognise the gain proportionally as each instalment falls due<\/strong> \u2014 the instalment sale rule under Article 14.2.d of the Personal Income Tax Act. <strong>This option can soften the effective tax rate by avoiding the concentration of all income in a single tax year.<\/strong> In the case of <em>earn-outs<\/em> \u2014 variable price components tied to future business performance \u2014 the same recognition timing applies as instalments become due, but the contractual structure and calculation mechanism are critical to avoid fiscal uncertainty.<\/p>\n<h3 class=\"text-text-100 mt-2 -mb-1 text-base font-bold\">Exemptions and reliefs applicable to company sales<\/h3>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>Spanish tax law provides several mechanisms that can reduce the tax burden for individual sellers, although none operates automatically or universally.<\/strong><\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\">For <strong>taxpayers aged 65 or over<\/strong>, Article 38.3 of the Personal Income Tax Act allows the capital gain arising from the sale of any asset \u2014 including business equity interests \u2014 to be excluded from taxation, provided the proceeds are reinvested in a guaranteed life annuity within six months. The maximum lifetime cap is \u20ac240,000. This benefit is relevant in retirement contexts but is insufficient for transactions of significant scale.<\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\">For sellers who previously acquired shares in <strong>newly incorporated companies<\/strong> that gave rise to a tax deduction, Article 38.2 of the Personal Income Tax Act allows the gain to be exempt provided the proceeds are reinvested in shares of another qualifying entity under Article 68.1 \u2014 an unlisted limited company, with genuine economic activity, recently incorporated, and with a maximum shareholding of 40%. The reinvestment period is one year and the exemption is proportional to the amount reinvested.<\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\">In the context of <strong>family businesses<\/strong>, Article 20.6 of the Inheritance and Gift Tax Act allows a reduction of 95% (up to 99% in regions such as Andalusia or Madrid) of the value of the shareholding where the transfer is effected by way of an inter vivos gift. For this to apply, the shares must be exempt from Wealth Tax \u2014 which requires a minimum individual shareholding of 5% (or 20% for a family group), genuine economic activity, and that the donor receives more than 50% of their net employment and business income from the directorial functions performed in the company.<\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\">In addition, the donor must step down from their management role following the transfer. If all requirements are met, the donor is also not subject to Personal Income Tax on the capital gain \u2014 Article 33.3.c of the Personal Income Tax Act. The national holding period requirement is ten years, though several autonomous communities have reduced this to five.<\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\">Tax planning carried out well in advance of the transaction, with sufficient lead time, can significantly reduce the overall tax burden.<\/p>\n<h2 class=\"text-text-100 mt-3 -mb-1 text-[1.125rem] font-bold\">Taxes on a company sale when the seller is a legal entity<\/h2>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>When the seller is a legal entity \u2014 an operating company or, more typically, a holding company \u2014 the tax treatment of a share transfer is governed by Corporate Income Tax and opens the door to one of the most efficient regimes in the Spanish corporate tax system.<\/strong><\/p>\n<h3 class=\"text-text-100 mt-2 -mb-1 text-base font-bold\">Corporate Income Tax treatment<\/h3>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>The capital gain arising from the sale is included in the Corporate Income Tax base and taxed at the general rate of 25%.<\/strong> For SMEs with turnover below \u20ac10 million, the rate has been reduced to 24% in 2025 and will continue to decrease progressively to 20% by 2029. For micro-enterprises with turnover below \u20ac1 million, the rate applicable to the first \u20ac50,000 of taxable base is 21%, with 22% on the remainder.<\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>Tax loss carryforwards from prior years may be offset<\/strong> subject to a limit of 70% of the prior taxable base, with an absolute minimum of \u20ac1 million always available for offset. This can be significant for companies carrying prior-year losses: in an asset deal, those losses would absorb part or all of the capital gain, substantially reducing the tax cost.<\/p>\n<h3 class=\"text-text-100 mt-2 -mb-1 text-base font-bold\">The participation exemption: the most relevant regime<\/h3>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>Article 21 of the Corporate Tax Act is the most powerful tax planning tool available in Spain for company sales. It allows 95% of the capital gain obtained by a company on the transfer of equity interests to be exempt from taxation, resulting in an effective tax rate of approximately 1.25% \u2014 the remaining 5%, representing portfolio management costs, is taxed at the general rate of 25%.<\/strong><\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>Three requirements must be met to apply this exemption:<\/strong><\/p>\n<ul class=\"[li_&amp;]:mb-0 [li_&amp;]:mt-1 [li_&amp;]:gap-1 [&amp;:not(:last-child)_ul]:pb-1 [&amp;:not(:last-child)_ol]:pb-1 list-disc flex flex-col gap-1 pl-8 mb-3\">\n<li class=\"whitespace-normal break-words pl-2\">The seller must hold at least 5% of the capital or equity of the company being sold<\/li>\n<li class=\"whitespace-normal break-words pl-2\">That shareholding must have been held continuously for at least one year prior to the transfer<\/li>\n<li class=\"whitespace-normal break-words pl-2\">The company being sold must not be a holding entity \u2014 meaning more than half of its assets must consist of assets used in genuine economic activity for more than 90 days of the financial year<\/li>\n<\/ul>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>The difference between structuring the sale through a holding company versus selling directly as an individual is dramatic.<\/strong> For a capital gain of \u20ac4.5 million, the tax cost under the Article 21 exemption is limited to approximately \u20ac56,000 of Corporate Income Tax, compared to over \u20ac1.3 million of Personal Income Tax in the case of an individual seller. The liquidity retained in the holding company can be reinvested in new acquisitions, used to finance other subsidiaries or deployed in financial investments, without having passed through the Personal Income Tax charge \u2014 which would only be triggered when the shareholder decides to distribute dividends from the holding company to their personal sphere.<\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\">This is the reason why structuring the sale through a holding company can, ultimately, be the most fiscally significant decision in the entire transaction.<\/p>\n<h2 class=\"text-text-100 mt-3 -mb-1 text-[1.125rem] font-bold\">How to optimise taxation before selling a company<\/h2>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>Tax planning does not begin on the day the decision to sell is made \u2014 it begins years earlier. Structures that legitimately reduce the tax burden require time: corporate reorganisations have minimum holding periods, the creation of a holding company under the tax neutrality regime of Chapter VII of Title VII of the Corporate Tax Act needs time to consolidate, and establishing the valid economic rationale behind a restructuring requires a narrative that is consistent with the operational reality of the business.<\/strong><\/p>\n<h3 class=\"text-text-100 mt-2 -mb-1 text-base font-bold\">Pre-transaction structuring to reduce the tax burden<\/h3>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>Corporate reorganisations carried out prior to the sale \u2014 demergers, segregations, share exchanges, asset contributions \u2014 allow the perimeter of what is being transferred to be refined:<\/strong> ringfencing non-operational assets (real estate, financial portfolios, non-core business lines), creating a clean sellable perimeter and facilitating a more straightforward share deal for the buyer. These transactions are structured under the tax neutrality regime, which defers taxation until the moment of the actual sale to a third party, provided that valid economic motives exist to justify the reorganisation.<\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>The creation or use of holding structures is, in this context, one of the most frequently recommended strategies.<\/strong>The timing of the transaction also has fiscal implications: Law 7\/2024 raised the maximum marginal rate of Personal Income Tax to 30% from 2025 onwards, which further reinforces the value of planning the structure before the divestment is executed.<\/p>\n<h3 class=\"text-text-100 mt-2 -mb-1 text-base font-bold\">Tax due diligence: identifying contingencies before the buyer does<\/h3>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong><a class=\"underline underline underline-offset-2 decoration-1 decoration-current\/40 hover:decoration-current focus:decoration-current\" href=\"https:\/\/maraz.es\/en\/financial-due-diligence\/\">Tax due diligence<\/a> is the process by which the buyer reviews the company&#8217;s tax position prior to closing. Its purpose is to identify contingencies that could lead to price adjustments, additional warranties or even the breakdown of negotiations.<\/strong><\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>The review covers at minimum the four non-statute-barred financial years.<\/strong> The most frequent contingencies identified in Spanish M&amp;A transactions are related-party transactions without adequate documentation \u2014 a priority area for the Spanish Tax Agency (AEAT) in 2025 and 2026 \u2014 personal expenses of shareholders charged as business costs, errors in withholding tax applied, VAT pro-rata issues, and improperly offset tax loss carryforwards. Where the company holds real estate, risks related to property valuation, the municipal land value increment tax and potential 3% withholding obligations if sellers are non-residents are also relevant.<\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\">The best defence in a tax due diligence is a well-ordered company. Identifying and resolving contingencies before going to market not only reduces fiscal risk but also strengthens the seller&#8217;s negotiating position.<\/p>\n<h2 class=\"text-text-100 mt-3 -mb-1 text-[1.125rem] font-bold\">The role of the financial adviser in a company sale<\/h2>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>The tax treatment of a company sale cannot be addressed in isolation. Taxation is intimately connected with valuation, negotiation and transaction structure.<\/strong> Treating these as separate variables is one of the most common mistakes made by business owners who approach the process without adequate advisory support.<\/p>\n<h3 class=\"text-text-100 mt-2 -mb-1 text-base font-bold\">Taxation and valuation: two variables that influence each other<\/h3>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>The tax structure directly affects the net proceeds received by the seller.<\/strong> A share deal with the benefit of the Article 21 exemption may justify accepting a lower headline price than an asset deal if the net after-tax outcome is superior. The buyer also has tax preferences that shape the negotiation: trade buyers typically prefer share deals for their simplicity, while private equity funds value the ability to obtain a new depreciable tax base.<\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong><a class=\"underline underline underline-offset-2 decoration-1 decoration-current\/40 hover:decoration-current focus:decoration-current\" href=\"https:\/\/maraz.es\/en\/business-valuation-sale\/\">Business valuation<\/a> and tax planning must be designed in a coordinated manner from the outset of the process.<\/strong> An adviser who focuses solely on valuation without considering tax structure, or who focuses solely on tax without understanding M&amp;A market dynamics, is not giving the seller all the information needed to make the best decision.<\/p>\n<h3 class=\"text-text-100 mt-2 -mb-1 text-base font-bold\">Integrated tax planning throughout the sale process<\/h3>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>Coordination between the financial adviser and the tax adviser is one of the factors that most significantly impacts the net outcome of a transaction.<\/strong> The optimal sequence is always the same: plan first, execute second. The most costly mistakes occur when taxation is only analysed at closing, when there is no longer any room to manoeuvre.<\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\">Common mistakes arising from insufficient advance planning include: not having established the holding company with the minimum holding period required for the Article 21 exemption, not having adequately documented the economic rationale for a prior restructuring, or not having anticipated the impact of the Exit Tax if the seller was considering changing their tax residency before completing the transaction.<\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\">Spain applies an Exit Tax to taxpayers who have been resident in Spain for at least 10 of the last 15 years and hold equity interests with a value exceeding \u20ac4 million \u2014 or a 25% stake in an entity whose value exceeds \u20ac1 million. A change of residence to an EU or EEA country with an information exchange agreement allows payment to be deferred, but does not eliminate the liability.<\/p>\n<h2 class=\"text-text-100 mt-3 -mb-1 text-[1.125rem] font-bold\">How Maraz Corporate Finance supports the company sale process<\/h2>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><strong>At <a class=\"underline underline underline-offset-2 decoration-1 decoration-current\/40 hover:decoration-current focus:decoration-current\" href=\"https:\/\/maraz.es\/en\/mergers-acquisitions\/\">Maraz Corporate Finance<\/a> we understand that every transaction is unique and that the business owner who decides to sell their company deserves rigorous, close and honest advisory support from the very first moment.<\/strong><\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\">Our approach integrates the tax dimension from the earliest stages: analysing the optimal transaction structure, identifying contingencies before going to market, preparing the process to maximise value and minimise risk, and coordinating with the seller&#8217;s tax advisers to ensure that every strategic decision takes into account its tax implications.<\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\">We accompany the business owner from valuation through to closing: structuring the transaction, preparing the information memorandum, identifying and approaching strategic buyers, coordinating due diligence and negotiating the sale and purchase agreement. All with the confidentiality, dedication and proximity that a transaction of this nature demands.<\/p>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\">If you are considering selling your business and want to understand which structure is most efficient in your specific circumstances, contact our team.<\/p>\n<p>&nbsp;<\/p>\n<p><span style=\"color: #333399;\"><strong><a style=\"color: #333399;\" href=\"https:\/\/www.linkedin.com\/in\/javierderojas\/\" target=\"_blank\" rel=\"noopener\">Javier de Rojas Roca de Togores<\/a><\/strong><\/span><\/p>\n<p><span style=\"color: #333399;\"><strong>Partner &#8211; Maraz Corporate Finance<\/strong><\/span><\/p>\n<p>&nbsp;<\/p>\n<h2 class=\"text-text-100 mt-3 -mb-1 text-[1.125rem] font-bold\"><strong>FAQs <\/strong>Taxes on Selling a Company in Spain<\/h2>\n<h3 class=\"text-text-100 mt-2 -mb-1 text-base font-bold\"><em>What taxes are paid when selling a company in Spain?<\/em><\/h3>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><em>It depends on who sells and how. If the seller is an individual transferring equity interests, they are subject to Personal Income Tax on the capital gain, at rates between 19% and 30%. If the seller is a company, the capital gain is subject to Corporate Income Tax at 25%, although with the Article 21 exemption the effective tax rate can be reduced to 1.25%.<\/em><\/p>\n<h3 class=\"text-text-100 mt-2 -mb-1 text-base font-bold\"><em>What is the difference between selling shares and selling assets from a tax perspective?<\/em><\/h3>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><em>In a share sale, the individual seller is taxed only once under Personal Income Tax. In an asset sale, the company pays Corporate Income Tax on the gain and the shareholder is then taxed again when extracting funds as dividends, resulting in economic double taxation that can push the combined tax burden to 40\u201346%. In addition, an asset sale may trigger VAT, Transfer Tax and the municipal land value increment tax.<\/em><\/p>\n<h3 class=\"text-text-100 mt-2 -mb-1 text-base font-bold\"><em>How is the sale of a company taxed under Personal Income Tax?<\/em><\/h3>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><em>The capital gain \u2014 the difference between the sale value and the acquisition cost \u2014 is integrated into the savings tax base and taxed at 19% on the first \u20ac6,000, 21% between \u20ac6,000 and \u20ac50,000, 23% between \u20ac50,000 and \u20ac200,000, 27% between \u20ac200,000 and \u20ac300,000, and 30% above \u20ac300,000 (scale in force from 2025).<\/em><\/p>\n<h3 class=\"text-text-100 mt-2 -mb-1 text-base font-bold\"><em>What taxes does a company pay when selling a business?<\/em><\/h3>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><em>The capital gain is taxed under Corporate Income Tax at the general rate of 25%, although SMEs with turnover below \u20ac10 million are taxed at 24% in 2025. If the requirements of Article 21 of the Corporate Tax Act are met \u2014 minimum 5% shareholding and at least one year of continuous holding \u2014 95% of the gain is exempt, resulting in an effective tax rate of 1.25%.<\/em><\/p>\n<h3 class=\"text-text-100 mt-2 -mb-1 text-base font-bold\"><em>Can the tax burden on a company sale be reduced?<\/em><\/h3>\n<p class=\"font-claude-response-body break-words whitespace-normal leading-[1.7]\"><em>Yes, with advance planning. The main tools are: the interposition of a holding company to benefit from the Article 21 exemption, the use of deferred consideration to spread the tax liability over time, exemptions for reinvestment in a life annuity for sellers aged 65 or over, and the family business regime for gratuitous transfers. All of these require time and adequate documentation: they are not solutions that can be applied at the moment of closing.<\/em><\/p>\n","protected":false},"excerpt":{"rendered":"<p>Selling a company is, for most business owners, the most financially significant decision of their professional lives. It is the result of years of work, risk and sacrifice. And it is precisely for this reason that the tax treatment of the transaction deserves priority attention: taxes on the sale of a company can make a [&hellip;]<\/p>\n","protected":false},"author":3,"featured_media":5034,"comment_status":"open","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":""},"categories":[163],"tags":[],"class_list":["post-5035","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-mergers-acquisitions"],"acf":[],"_links":{"self":[{"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/posts\/5035","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/comments?post=5035"}],"version-history":[{"count":0,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/posts\/5035\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/media\/5034"}],"wp:attachment":[{"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/media?parent=5035"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/categories?post=5035"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/maraz.es\/en\/wp-json\/wp\/v2\/tags?post=5035"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}