Selling your company or its assets in Spain

Terms used

• ITP — ITP is transfer tax, a Spanish tax that can apply when certain assets are transferred.
• Registro Mercantil — The Registro Mercantil is Spain's commercial register, where companies and some of their acts are recorded.
• AEAT — The AEAT is Spain's tax agency.
• Form 210 — Form 210 is the non-resident income tax return filed with the AEAT.

Key rules

• SL share sale: Selling SL shares needs a public deed signed before a notary.
• Non-resident filing: If you live outside Spain, you file form 210 yourself within 3 months of the transfer date.
• Asset sale: An asset sale can mean tax twice: on the company's gain, then on what you receive as a shareholder.
• Treaty relief: To claim treaty relief you need a certificate of tax residence from your own tax authority.

Shares or assets: the short answer

Selling shares is usually simpler and cleaner for you. Selling assets gives the buyer more choice and usually costs you more tax. The decision box below sets out the two options side by side.

In a share sale, the buyer takes the whole company: assets, contracts and all liabilities, known and hidden. You, as shareholder, pay tax on your gain, usually without VAT. Because buyers take the hidden risks, expect them to ask for strong warranties and a full review of the company's affairs.

In an asset sale, the company sells chosen assets and the buyer picks what to take. VAT or transfer tax (ITP) can apply. The company pays corporate tax on its gain, and you are taxed again when the money is paid out to you as a shareholder. Employees can move to the buyer automatically as a business transfer. Some contracts need the other side's consent before they can be passed on.

Selling SL shares

The sale of SL shares must be signed as a public deed before a notary. Then tell the company, so it records the buyer in its register of shareholders. The buyer counts as a shareholder once that is done.

You do not have to register an ordinary SL share sale at the Registro Mercantil. The exception is a company with a single shareholder, where it is registered.

Check the company's by-laws before you agree a price. Transfers are free between existing shareholders, and in some cases to spouses and family. Otherwise they usually need the company's consent, and the by-laws may add stricter limits. Shares in an SA are freely transferable unless the by-laws say otherwise.

Tax on the gain if you live in Spain

Your gain is the sale price minus what you paid for the shares, adjusted for your costs. It goes into the savings part of your annual personal income tax return, which is filed in the April to June campaign of the following year. Most share sales have no withholding.

For 2025 the rates were 19% up to 6,000 euros, 21% up to 50,000, 23% up to 200,000, 27% up to 300,000 and 28% above that. Rates are set by the state each year and regions do not change them. Gains can be offset against losses. There is no general exemption. Reliefs exist for selling your main home if you are over 65 and for reinvesting in an annuity.

Tax on the gain if you live outside Spain

You pay non-resident income tax on the gain, worked out the same way: sale price minus acquisition cost, adjusted for costs. For individuals the rate is a flat 19%. Companies pay 25%, and an EU parent company may be exempt if it meets the participation-exemption conditions. Gains are calculated transaction by transaction.

Many tax treaties give the right to tax a share sale to your country of residence. That does not apply if the shares get most of their value from Spanish property or if your holding is substantial. To claim treaty relief you need a certificate of tax residence from your own tax authority. Some sales of listed shares are also exempt.

The buyer of unlisted shares does not normally withhold tax. You file form 210 with the AEAT yourself and pay within 3 months of the transfer date. The notary reports the transfer, so do not skip the filing. A fiscal representative may be required in some cases involving tax-haven situations.

Before you sign

Ask a Spanish tax adviser to confirm your rate, any treaty relief and any exemption, and to compare the after-tax result of a share sale with an asset sale. The checklist and timeline below give the order of steps.

Choosing between options

Should you sell the shares of your company or its assets?

• Sell the shares: Fits if you want a clean exit. The buyer takes the whole company with its contracts and all its liabilities, known and hidden. You are taxed once on your gain, usually without VAT. It needs a public deed for SL shares, so expect the buyer to ask for strong warranties and due diligence.

• Sell selected assets: Fits if the buyer wants to pick what to take and what to leave. VAT or transfer tax (ITP) can apply. The company pays corporate tax on the gain, and you are taxed again when profits are paid out to you. Employees may transfer automatically as a business transfer, and contracts need the other side's consent to be assigned.

Choose a share sale if you want one layer of tax and a simpler deal, and the buyer accepts the company's liabilities. Choose an asset sale if the buyer will only take chosen assets and you accept the extra tax cost.

Timeline and deadlines

• Sign the public deed of transfer before a notary: on the transfer date, which starts your tax clock

• Get your certificate of tax residence from your own tax authority if you are a non-resident claiming a treaty benefit: before you file form 210

Documents you need

• Public deed of transfer, signed before a Spanish notary. It is required for the sale of SL shares, and the notary reports the transfer.

• Certificate of tax residence, issued by the tax authority of your country of residence. You need it if you are a non-resident and want a double tax treaty to apply to your sale.

• Form 210, the non-resident income tax return you file with the AEAT, Spain's tax agency, to declare the gain. You complete it yourself, as the buyer does not withhold tax on an unlisted share sale between private parties.

Checklist

• Read the company's by-laws for limits on transferring shares, and ask the company for its consent if they require it.

• Book a notary to sign the public deed that transfers the SL shares.

• Notify the company of the transfer so it records the buyer in its register of shareholders.

• Ask your own country's tax authority for a certificate of tax residence if you are a non-resident and want a treaty to apply.

• File form 210 with the AEAT, Spain's tax agency, within 3 months of the transfer date if you are a non-resident seller.

• Ask a Spanish tax adviser to confirm your rate and any exemption before you sign.

Frequently asked questions

Can I sell my SL shares to anyone I like?

Not always: SL shares are freely transferable only in some cases, such as between existing shareholders, and otherwise the sale usually needs the company's consent. If consent is refused, the law gives you a right to leave the company. The company's by-laws can add stricter limits, so read them before you agree a price.

Do I have to register an SL share sale at the Registro Mercantil?

No, a change of shareholder in an SL is generally not registered at the Registro Mercantil, unless the company has a sole shareholder, in which case it is registered. The buyer counts as a shareholder once the company has recorded the transfer in its register of shareholders (the libro registro de socios). The sale itself must be in a public deed before a notary.

What tax rate applies to my gain if I live in Spain?

If you are a Spanish tax resident, the gain is added to your savings income and taxed at 19% up to 6,000 euros, 21% up to 50,000 euros, 23% up to 200,000 euros, 27% up to 300,000 euros and 28% above that (2025 figures). You declare it in your annual income tax return, filed between April and June of the following year. Most share sales have no withholding at the time of sale.

What tax rate applies to my gain if I live outside Spain?

If you are a non-resident individual, the gain on Spanish company shares is generally taxed at a flat 19%, while companies pay 25%. A tax treaty may give the right to tax the sale to your country of residence instead, but not usually when the company's value comes mainly from Spanish real estate. You prove your residence with a certificate from your own tax authority.