Company sale / exit tax simulator — Spain

Capital gains from the sale of company shares are taxed in Spain under the IRPF (personal income tax) savings-income base (Art. 66 Ley 35/2006 LIRPF) at progressive rates: 19% up to €6,000, 21% on €6,000–€50,000, 23% on €50,000–€200,000, 27% on €200,000–€300,000, and 30% above €300,000. The actual effective rate depends on the total gain and any other savings-base income in the same tax year. These brackets are uniform across all Spanish regions — there is no separate regional component for savings-base capital gains.

Article 21 of Spain's Corporate Income Tax Law (Ley 27/2014 LIS) provides a 95% exemption on capital gains from the transfer of shares in a subsidiary when two cumulative conditions are met: (1) the seller holds at least 5% of the share capital (or the acquisition cost exceeds €20 million), AND (2) the holding has been maintained uninterrupted for at least one year before the sale. The remaining 5% is taxable at the standard IS rate (25%, or 23% for small companies with revenue below €1M in the prior year). The effective tax rate on the total gain is approximately 1.25% (25% × 5%). This 95% exemption — reduced from the previous 100% — reflects the 2021 anti-ATAD reform. Exact treatment depends on your structure; always confirm with a specialist before any transaction.

In a share deal, the seller transfers shares and pays capital gains tax — as an individual at IRPF savings-base rates (19–30%), or as a holding company potentially eligible for the Art. 21 LIS exemption. In an asset deal, the company sells its underlying assets (equipment, IP, contracts) and the gain is taxed at the corporate IS rate. When the shareholders then extract the proceeds, there is a second tax charge (dividend withholding). A share deal is typically more tax-efficient for the seller; an asset deal may be preferred by the buyer (who can depreciate the acquired assets). The final deal price usually reflects the tax burden allocation negotiated between both parties.

Article 42 of the LIRPF provides a reinvestment exemption for capital gains from share sales. The gain can be deferred if the proceeds are reinvested in shares of qualifying new or recently incorporated companies within a specific time window. The eligibility criteria, investment limits, and conditions are strict and must be analysed case by case with a specialist before the deal closes. This reinvestment route is separate from the Art. 21 LIS corporate-seller route.

If shares are held directly by an individual and sold at, say, €5M gain, the IRPF cost could approach €1.4–1.5M. If those shares had been held by a holding company meeting the Art. 21 LIS requirements, the effective tax would be approximately €62,500 (1.25% on the same gain). However, a pre-sale reorganisation (contributing shares to a holding under the FEAC merger relief of Art. 80 LIS) must have a valid economic rationale beyond tax reduction. Doing it immediately before an identified sale is likely to be challenged by the AEAT as tax avoidance. The rule of thumb: plan 2–3 years in advance.

An earn-out is deferred consideration paid if the company meets post-closing performance targets. For tax purposes, earn-out payments are generally taxed when received, also as capital gains in the savings-income base for individual sellers. The present value of the earn-out at closing must technically be included in the initial gain calculation, with a true-up on actual receipt. Earn-out structures require careful drafting of the sale agreement and specialist tax advice to avoid unexpected IRPF acceleration.

Share transfers in Spain are generally exempt from Transfer Tax (Impuesto sobre Transmisiones Patrimoniales, ITP) under the general rule. However, there is an anti-avoidance provision: if more than 50% of the company's assets consist of real estate and control is transferred, the transaction may be treated as a real estate transfer and subject to ITP at rates of 6–10% depending on the Autonomous Community. This is a common risk in real-estate-heavy companies that must be identified and structured carefully before closing.

The simulator applies the statutory IRPF savings-base rates (Art. 66 LIRPF 2026) and the Art. 21 LIS participation exemption mechanism. It does not include: earn-out adjustments, reinvestment relief (Art. 42 LIRPF), prior tax losses, pre-deal reorganisation effects, deferred payment structures, or transaction costs. The result is an indicative estimate. The exact effective rate depends on your specific transaction structure — confirm with a specialist before signing any deal.

The acquisition cost of your shares (cost basis) should be documented by: the original notarial deed of share purchase or company formation, capital increases or reductions that affected your stake, any dividends received that reduced the cost basis, and acquisition-related expenses (notary fees, advisory fees, ITP if applicable). This documentation is critical and can be difficult to reconstruct after a sale. Gathering it before starting any exit process is strongly recommended.