Selling your Spanish shares does not always end the Spanish tax story. Is your gain taxable in Spain at all?
A gain on shares in a Spanish company is Spanish-source income. A non-resident without a permanent establishment is taxed on it under IRNR, at 19%. The gain is calculated for each transfer, under the personal income tax rules on gains.
When Spain does not tax it
- EU and EEA residents: the gain on shares is exempt (for the EEA outside the EU, only where tax information is effectively exchanged). The exemption does not apply if the company's assets are mainly Spanish real estate, if an individual seller held 25% or more at any time in the previous 12 months, or if a corporate seller fails the participation exemption in the Corporate Income Tax Law.
- Treaty residents: many treaties give the taxing right to the seller's country. Some keep Spanish taxation for companies rich in Spanish real estate or for large holdings. The text of your treaty decides.
A gain on shares in a company whose assets are mainly Spanish real estate is Spanish-source income even if the company is not Spanish.
To claim the exemption or a treaty limit, you attach a tax residence certificate. For a treaty it must state you are resident in the sense of the treaty. It is valid for one year from issue.
The filing
The buyer does not withhold tax on a gain from shares in an SL. The seller must self-assess on form 210. Non-residents outside the EU may have to appoint a Spanish tax representative if the tax authority requires one.
Gains are taxed when the transfer takes place. For tax due, the deadline is the first 20 days of April, July, October or January, for gains arising in the previous calendar quarter. Returns with zero tax due are filed from 1 to 20 January of the following year. The deadline rules were amended in June 2026, mainly for property income, so confirm the current text.
Picture a founder resident in another EU country who sells a 30% stake in a Barcelona SL after four years. The EU exemption is not available because of the 25% rule, so the treaty with their country decides. If it gives Spain no right to tax, the founder files a return claiming relief, with the residence certificate attached.
The sale may also have to be reported to the Investment Registry.
Check the treaty and the 25% test before you sign, not after you are paid.
This article reflects the position at its publication date. Rules change, so check them against your own case before acting.
Sources
- Real Decreto Legislativo 5/2004 (IRNR law), articles 10, 13.1.i, 14.1.c, 24.4, 25.1.f, 27 and 28, BOE-A-2004-4527: https://www.boe.es/buscar/act.php?id=BOE-A-2004-4527
- Real Decreto 1776/2004 (IRNR regulations), article 10.3 (no withholding on gains other than those listed), BOE-A-2004-14532: https://www.boe.es/buscar/act.php?id=BOE-A-2004-14532
- Orden EHA/3316/2010, articles 4, 5 and 7 (form 210, deadlines, documents), consolidated text, BOE-A-2010-19707: https://www.boe.es/buscar/act.php?id=BOE-A-2010-19707
- Orden HAC/623/2026, de 12 de junio, amending Orden EHA/3316/2010, BOE-A-2026-13573: https://www.boe.es/buscar/act.php?id=BOE-A-2026-13573
- Ley 27/2014 (Corporate Income Tax Law), article 21 (participation exemption), BOE-A-2014-12328: https://www.boe.es/buscar/act.php?id=BOE-A-2014-12328