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Do I have to pay the 7 percent transfer tax on the purchase of shares of a company which only owns a property?

Tax Law

Antonio Flores Vila

10th of September 2002

Q. I wish to purchase a property in the Estepona area. This property however is owned by a Spanish limited company, and the seller wants to sell me the shares. I have been told that the transfer of shares is not taxed, but another source tells me this is not applicable if the company owns a property. Who is right?

Patrick Bromford
Liverpool

    A. Dear Mr. Bromford,

    Under Spanish tax law, the purchase sale of shares is exempt from transfer tax. There are however exceptions to the rule, namely the following:

    1. If the shares sold represent parts of the share capital or net worth/net equity which assets are made up of at least 50% of real estate and provided that as a result of the transfer of the shares the acquirer is in a position of control of the entity. In this regard, ´control´ of entity is understood when either directly or indirectly the acquirer has more than 50% of the share capital.

    2. If the shares sold were received by the seller by means of contribution of real estate in the incorporation or increase of share capital of the company, provided that between the contribution and the sale of the share a year has not elapsed.

    Therefore, it is advisable that you seek advice from your legal representative in order to structure the purchase in such a way it allows you to legally avoid the 6% tax.

    Yours sincerely



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