Spain's Exit Tax: Planning Your Departure

Spain's exit tax — codified in Article 95bis of the Ley del IRPF — was introduced in 2015 following the European Court of Justice's rulings on capital mobility. It imposes tax on unrealised gains in shareholdings at the moment a Spanish tax resident ceases to be resident in Spain.

The tax is triggered when:

• A Spanish tax resident has been resident in Spain for at least 10 of the last 15 tax years, and
• Holds shares or participations with a total market value exceeding €4 million, or
• Holds shares representing at least 25% of the capital of a single entity with a market value exceeding €1 million.

The tax base is the unrealised gain: the difference between the market value of the shares on the date of departure and their acquisition cost (adjusted basis). This gain is taxed at the savings income rates — 19% up to €6,000; 21% from €6,000 to €50,000; 23% from €50,000 to €200,000; 27% from €200,000 to €300,000; 28% above €300,000.

When Is the Tax Due?

If you move to another EU/EEA member state, you can request deferral of the exit tax until the shares are actually sold or you move to a non-EU country. This deferral requires annual reporting to the AEAT (Modelo 100). If you move directly to a non-EU/EEA country, the full exit tax is due in the tax return for the year of departure.

The exit tax is not inevitable — but the window for meaningful planning closes when you become non-resident. Acting in advance is essential. The main strategies we use include:

Timing the Departure

If your shareholding value fluctuates significantly, the exit tax charge depends on the market value at the date of departure. Planning your departure for a period of lower valuation — for example, following a distribution that reduces retained reserves — can reduce the tax base materially.

Selling Shares Before Departure

Crystallising the gain while still a Spanish resident — paying capital gains at the savings income rates — and then departing avoids the exit tax entirely. This is only beneficial if the actual sale price is lower than the Spanish exit tax valuation, or where the exit tax deferral option is unavailable. We model both scenarios.

Restructuring Shareholdings

In some cases, restructuring the shareholding structure before departure — for example, through a holding company reorganisation — can alter whether the exit tax thresholds are met. These transactions must be structured carefully to avoid triggering anti-avoidance provisions under Article 89 LIRPF and the EU anti-avoidance rules.

Moving Within the EU First

Moving to another EU/EEA state first (where deferral is available) and then moving onward to a non-EU country resets the clock: the exit tax is triggered at the point of leaving the EU/EEA, but the valuation is based on the market value at that point — not at the original departure from Spain. This can be a useful planning tool where share values are expected to decline.