Selling a company is not just a business decision: it is also an exercise in tax planning. In the case of a family business, the moment of sale often coincides with key stages such as the founder’s retirement, an internal restructuring, or the lack of continuity between generations. And although parting with the business may make strategic or personal sense, it should never be done without first assessing the tax impact.
In Catalonia, the tax treatment of the sale will depend on multiple factors: whether it is sold by an individual or a legal entity, whether company shares or specific assets are transferred, and whether or not the company owns real estate. Understanding both the indirect and direct taxes applicable to the transaction is essential to avoid unforeseen costs and to make efficient decisions.
Below, we explain the main taxes that may affect the transaction: ITP, AJD, IRPF and Corporate Tax, with special focus on particular cases that can make the difference.
Indirect taxes
Transfer tax and stamp duty (ITP and AJD)
In general, when what is transferred are company shares, whether in a limited company (SL) or a public limited company (SA), the transaction is not subject to either Transfer Tax (ITP) or VAT. This is considered a significant tax advantage compared with the direct sale of business assets.
However, this exemption has nuances. If the company in question has more than 50% of its assets made up of real estate and such properties are not linked to an economic activity (for example, they are not professionally rented or do not generate regular business income), the Tax Authority may interpret that what is really being sold is a property, and not an operating company. In that case, the sale could indeed be subject to ITP, with a rate of 10% applied in Catalonia on the value of the underlying assets.
On the other hand, if instead of shares, a property owned by the company is transferred, the treatment varies:
- Second-hand properties: taxed under ITP at 10% (general rate in Catalonia). Note that from €1 million upwards the rate is 11%, and that for large holders and building sales in Catalonia a new 20% rate has recently been introduced.
- New properties (first transfer): taxed with VAT (at 10% or 21%, depending on the type of property) and with Stamp Duty (AJD), at the general rate of 1.5%.
Direct tax
IRPF or Corporate Tax
The sale of a company not only has implications in terms of indirect taxes. From the seller’s perspective, one must also consider the direct taxation of the profit obtained. And here the treatment changes depending on who carries out the transaction: an individual or a company.
If you sell as an individual: IRPF
When the owner of the company is an individual (for example, a sole trader selling their business, or a partner transferring their shares), the sale generates a capital gain or loss that must be declared in the Personal Income Tax (IRPF). This gain is calculated as the difference between the transfer value (sale price) and the acquisition value (original price, adjusted for expenses and improvements).
Taxation is applied within the so-called savings base, with the following current rates:
- Up to €6,000: 19%
- From €6,000 to €50,000: 21%
- From €50,000 to €200,000: 23%
- From €200,000 to €300,000: 27%
- Over €300,000: 30%
Therefore, if you obtain, for example, a capital gain of €80,000, you will be taxed at 19% on the first €6,000, at 21% on the next €44,000, and at 23% on the remaining €30,000. It is important to remember that this gain is included in the savings base along with other income, such as interest or dividends, and may affect the total payable in the annual IRPF return.
Special cases
Although the sale of company shares is usually exempt from indirect taxes such as ITP or VAT, there are specific situations where the Tax Authority may consider that, in reality, what is being transferred is a hidden property asset, which completely changes the applicable taxation.
One of the most relevant cases is when the shares belong to a company whose assets are composed of more than 50% real estate, for example, land, warehouses, commercial premises or housing. If, moreover, such properties are not linked to a real economic activity (i.e. they are not regularly rented out or generating recurring income), the Administration may interpret that what is being sold is not an operating company, but merely a property-holding entity. In such a case, the sale of shares could be subject to Transfer Tax (ITP), breaking with the usual exemption.
Another scenario in which ITP may apply is when the properties were recently contributed to the company’s capital, without sufficient time having passed or without proof that they are integrated into an effective business activity. This practice, known as “hidden sale of property through company shares”, is monitored by the Tax Authority and may result in unexpected adjustments and assessments if not properly planned.
Tax summary
| Type of sale | Indirect tax | Direct tax |
| Individual – shares | Exempt from ITP/VAT | IRPF (19 / 21 / 23 / 27 / 30%) |
| Company – shares | Exempt from ITP/VAT | Corporate Tax (25 / 23 / 15%) |
| Sale of second-hand property | ITP 10% (possible increases) | — |
In short, selling your company in Catalonia may spare you VAT and ITP if you sell shares, but it will not exempt you from significant direct taxation: IRPF or Corporate Tax. The final impact will depend on who sells, what is sold, and how the company is structured. A tax adviser will help you optimise the transaction and avoid mistakes.