Taxes on Selling a Company in Spain: Capital Gains, Exemptions and Structures [2026]

Quick answer

An individual selling company shares in Spain pays personal income tax (IRPF) on the capital gain at savings rates of 19% to 30% in 2026. A holding company selling a qualifying subsidiary applies the 95% participation exemption of Article 21 of the Corporate Income Tax Law, resulting in an effective rate of 1.25%.

What tax does an individual seller pay?

The capital gain —sale price minus acquisition cost— is taxed in the savings base of Spanish personal income tax. The 2026 scale: 19% on the first 6,000 euros, 21% from 6,000 to 50,000, 23% from 50,000 to 200,000, 27% from 200,000 to 300,000, and 30% above 300,000 euros. For most mid-market sales, the marginal rate is therefore 30%. There is no separate capital gains tax in Spain: the gain is simply a component of income tax.

How does the 95% holding exemption work?

If the seller is a Spanish company holding at least 5% of the target for at least one year, Article 21 of the Corporate Income Tax Law exempts 95% of the capital gain. Only 5% is taxed at the 25% corporate rate: an effective 1.25% on the gain. This is why owners planning a sale years in advance often restructure into a holding company first. The full mechanics are in Article 21 CIT: exemption on dividends and capital gains.

Share deal or asset deal: which is better for the seller?

	Share deal	Asset deal
Seller taxation	One layer: capital gain at 19-30% (individual) or 1.25% effective (qualifying holding)	Two layers: 25% corporate tax in the company, plus tax on distributing the proceeds
VAT	Share transfers are VAT-exempt	Not subject to VAT if the business qualifies as a going concern (Article 7.1 VAT Law); otherwise VAT applies per asset
Buyer''s tax liabilities	Stay inside the acquired company	Joint liability for the business''s tax debts if activity continues (Article 42.1.c General Tax Law)

Sellers almost always prefer the share deal. The legal side of both routes is covered in company acquisition and sale in Spain.

How are deferred payments and earn-outs taxed?

Contingent price (earn-out) is taxed as additional sale price when each instalment becomes due and quantifiable, not upfront. If more than one year passes between closing and the last instalment, the seller may opt for instalment-sale treatment under Article 14.2.d of the Personal Income Tax Law, paying tax proportionally as payments fall due. Earn-out structures are explained in what is an earn-out in M&A.

What if the seller is not a Spanish tax resident?

Under most double tax treaties, the gain on selling shares of a Spanish company is taxable only in the seller''s country of residence, with one common exception: companies whose value derives mainly from Spanish real estate, where Spain keeps taxing rights. Non-resident sellers should confirm the applicable treaty before pricing the deal.

About Capittal

Capittal, the transactions division of Navarro Tax & Legal, advises on the sale of Spanish mid-market companies with a single integrated team covering financial, legal and tax workstreams: over 200 transactions advised for more than 902 million euros. Learn about our sell-side advisory service.

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