- The Spanish Tax Directorate General (DGT) confirms that selling 100% of the shares in a subsidiary or holding company can be outside VAT under Article 7.1 of the VAT Law when, in substance, it transfers an autonomous economic unit capable of operating on its own.
- This follows Supreme Court judgment STS 308/2026, and the key test is the economic reality of the transaction, not its legal form as a share sale.
- In V1033-26, the DGT found no VAT on the sale of 100% of a SPV owning a photovoltaic park because the transferred assets, rights, and operating management contracts allowed the business to continue independently.
- The DGT limits this rule: it generally does not apply to partial share sales, sales to multiple buyers, or staggered acquisitions of 100%, except in exceptional regulatory or highly complex cases.
- The ruling shifts these transactions from the usual VAT-exempt treatment of share transfers to outright non-subjection where an autonomous business unit is indirectly transferred.
Source: allyon-etl.es
Note that this post was (partially) written with the help of AI. It is always useful to review the original source material, and where needed to obtain (local) advice from a specialist.
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