The Spanish Directorate-General for Taxation (Dirección General de Tributos – “DGT”) has clarified, in binding ruling V0145-26 dated 27 January 2026, how the requirement that remuneration for management functions must represent more than 50% of the taxpayer’s total income — a condition for applying the Wealth Tax exemption — should be assessed in the case where a holding company has been established.
The Year of the Restructuring
The case submitted to the DGT concerned two shareholders who carried out management functions in four limited liability companies and received remuneration exceeding 50% of their total income. In 2025, they decided to establish a holding company to which they contributed their shareholdings. From that moment onwards, they ceased receiving remuneration from the subsidiaries and began to be remunerated exclusively by the holding company.
However, during tax year 2025, the remuneration previously received from the subsidiaries — earned before the restructuring took place — exceeded the remuneration paid by the holding company. At first glance, this appeared to prevent the shareholders from meeting the 50% requirement in relation to the holding company and, consequently, could jeopardise the application of the Wealth Tax exemption.
Exclusion of Prior Remuneration
The DGT concludes that, in the tax year in which the holding company is incorporated, remuneration received from the subsidiary companies prior to the restructuring should not be taken into account when verifying compliance with the 50% requirement in relation to the new entity.
This interpretation is based on two key pillars:
Firstly, Article 5.2 of Royal Decree 1704/1999 establishes that, where management functions are performed in several entities qualifying for the exemption, the 50% calculation must be carried out separately for each entity, excluding remuneration received from the others. Although the case analysed involved a successive rather than simultaneous situation, the DGT reasonably applies this criterion when appropriate.
Secondly, the DGT applies the principle of fiscal neutrality governing restructuring transactions, thereby preventing a legitimate organisational restructuring from artificially hindering access to the Wealth Tax exemption.
Business restructuring through holding companies can offer significant tax and organisational advantages. However, careful planning is required to anticipate the tax implications arising from all taxation involved. In these circumstances, specialised advice is essential to ensure that such structures are implemented safely and effectively.
At PLANA VENTURA GARCÉS, we provide comprehensive assistance in corporate reorganisation processes aimed at preserving the tax benefits applicable to family businesses. It should also be borne in mind that the Spanish tax authorities are increasingly reviewing transactions carried out under the tax neutrality regime, making it particularly important to obtain sound professional advice before undertaking this type of restructuring.
