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V2661-20 17 August 2020 · SG de Impuestos sobre el Consumo Criterion in force
IVA · mediación

Mediation in the sale of company shares may be VAT exempt if real mediation requirements are met

A real estate brokerage firm has enquired whether commissions for the sale of shares in a company whose sole asset is a property are exempt from VAT. The DGT explains that the exemption depends on whether the activity constitutes genuine mediation rather than mere consultancy, and whether the transaction is intended to circumvent the tax due on the transfer of the real estate.

The question raised

Liability for Value Added Tax on the commissions charged by the applicant to the selling company and whether the exemption provided for in Article 20.One.18º k) of Law 37/1992 is applicable.

The DGT's ruling

For the mediation in the sale of shares to be exempt, the intermediary must be an independent third party who brings the parties together and actively participates in the negotiation, rather than being limited to providing information. If the transfer of securities seeks to circumvent the real estate transfer tax (pursuant to art. 314 TRLMV), the mediation shall be considered related to real property and shall be subject to VAT in the territory where the real property is located.

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