Back to index
V1526-26 12 June 2026 · SG de Impuestos sobre el Consumo Criterion in force
IVA · unidad económica autónoma

Transfer of shares in a subsidiary may be VAT-exempt except where a fraud clause applies

A developer contributes a residential complex to a subsidiary and then transfers shares in it to third parties with housing use rights. The DGT examines whether the contribution constitutes a VAT-exempt economic unit and whether the share transfer is exempt.

The question raised

Whether the transfer of shares by the taxpayer to third parties will be subject to Value Added Tax and, if applicable, the applicable tax rate.

The DGT's ruling

The contribution of the real estate property to the subsidiary constitutes a transfer of an economic unit not subject to VAT, with the subsidiary being subrogated into the deductions. The sale of shares is exempt, unless the anti-fraud clause is applied, in which case it will be taxed as a supply of goods. If taxed as real estate, the reduced rate of 10% applies if the building is suitable for residential use due to its design and construction. The regularization of deductions will depend on whether the transfer of shares is exempt or not.

Book your free first meeting