Back to index
V1305-26 27 May 2026 · SG de Impuestos sobre el Consumo Criterion in force
IVA · unidad económica autónoma

Transfer of all shares may be exempt from VAT if transferring an autonomous economic unit

The consultant asks whether the transfer of shares in a holding company or subsidiaries is subject to VAT, especially if carried out in phases or to different buyers. The DGT responds that the transfer of all shares may be exempt if it involves the indirect transfer of an autonomous economic unit.

The question raised

Whether the transfer of shares or holdings of a local holding company or of operating subsidiaries, or jointly both, by the applicant would be subject to Value Added Tax and, where applicable, whether the fact that the transfers of shares or holdings are carried out at different points in time, in successive phases or in favor of different acquirers, would affect the taxation regime.

The DGT's ruling

The transfer of all shares or holdings of an entity may be an operation not subject to VAT pursuant to Article 7.1 of Law 37/1992, provided that it involves the transfer of material and human elements that constitute an autonomous economic unit. This case of non-subjectivity shall not apply if the totality of the holdings is not transferred or if the transfer is made in favor of several acquirers. For transfers in successive phases to the same acquirer, non-subjectivity does not appear to apply as it concerns holdings and not direct assets. In successive transfers between different transferors, it is required that they be carried out for regulatory reasons or complexity, in a single act and under a single contract.

Book your free first meeting