Buying property in Spain — personal vs company (SL) structure.

The two structures at a glance

Personal ownership: the property is registered directly in your name (or joint names) in the Registro de la Propiedad. Standard acquisition taxes apply (ITP 7% on resale in Andalucia, or IVA 10% + AJD 1.2% on new build). Annual costs: IBI (council tax), and if resident, IRPF on rental income (or the Beckham regime's 24%). Wealth tax (Patrimonio) follows the same mechanism for residents and non-residents and is set out under ongoing tax below.

Company ownership via Spanish SL: the property is purchased by a Sociedad Limitada — Spain's equivalent of a UK private limited company or German GmbH. The SL pays Impuesto sobre Sociedades (IS — Corporate Tax) at 25% on net profits (rental income minus deductible expenses). The property appears on the SL balance sheet as a fixed asset. The purchase tax does not change with the buyer. IVA on a new home bought from the developer is 10% of the price, whoever the buyer is — an individual or a company (Article 91.Uno.1.7.º of the VAT law, Ley 37/1992). It is paid to the developer with the price. Whether any of that IVA can be recovered depends on what the company does with the home, and is a question for a tax adviser before the purchase, not after.

Foreign company holding (common structure): the property is owned by a foreign company (often a UK Ltd, Cyprus Ltd, Luxembourg SA, or BVI) with the foreign entity visible in the Registro. This approach has been progressively restricted since 2012. Spain's IRNR rules require a 3% withholding on property sales by non-resident entities; the 2012 anti-avoidance rules (ATAD implementation) treat foreign companies with predominantly Spanish real estate as de facto Spanish residents for property-holding purposes. The BICCIS/Pillar Two environment makes pure offshore structures increasingly non-viable for post-2025 transactions.

Acquisition tax — the first-cost comparison

Personal acquisition (resale): ITP 7% of declared purchase price in Andalucia.

SL acquisition — resale: ITP at 7% (SLs pay the same ITP rate as individuals on resale residential property). No advantage on acquisition if buying a completed residential property.

SL acquisition — new build: the same as for an individual. IVA on a new home bought from the developer is 10% of the price, whoever the buyer is — an individual or a company (Article 91.Uno.1.7.º of the VAT law, Ley 37/1992). It is paid to the developer with the price. AJD on a new-build purchase deed in Andalusia is 1.2% of the price, paid by the buyer alongside IVA (Article 49 of Ley 5/2021). A resale that pays ITP pays no AJD.

Selling the company instead of the property: A transfer of shares is exempt from ITP and IVA unless it was meant to avoid the tax on the property; avoidance is presumed when the buyer takes control of a company at least 50% of whose assets are Spanish real estate not used in a business (Article 338 of Ley 6/2023). Where the presumption holds, the share transfer is taxed as a transfer of the property itself — so "sell the company instead of the property" is not a way around transfer tax for a company whose main asset is a home.

Ongoing tax — Patrimonio, IRPF, Sociedades

Personal ownership — Andalucian resident: wealth tax (Patrimonio) is not simply zero. Andalusia gives 100% relief on wealth tax (Article 25 bis of Ley 5/2021). While the state Temporary Solidarity Tax on Large Fortunes (ITSGF) is in force, that relief is limited to the difference between the two bills, so above the threshold the taxpayer pays what the solidarity tax would charge. Nothing is due while net wealth after the €700,000 allowance stays within €3,000,000; above that the scale is 1.7% to €5,347,998.03, 2.1% to €10,695,996.06 and 3.5% beyond (Article 3 of Ley 38/2022). IRPF on rental income is charged at the progressive scale, or at 24% under the Beckham regime.

Personal ownership — non-resident: the same wealth-tax mechanism applies. Non-residents have the same €700,000 allowance and are assessed on their Spanish assets only (Article 28.Tres of Ley 19/1991). Rent received by a non-resident is taxed at 19% on income net of expenses for EU/EEA residents and at 24% on gross income for everyone else (Articles 24 and 25.1.a of the IRNR law). The tax is IRNR, not IRPF. For 2026, a non-resident individual who does not let the property is taxed on a deemed income of 1.1% or 2% of the cadastral value, depending on when that value was last revised; the rate is 19% for EU/EEA residents and 24% for others. It applies to individuals, not companies. A gain on disposal is taxed under IRNR at 19%.

SL ownership: no Patrimonio on the property directly (it belongs to the company, not the individual). However, the shareholder's participaciones in the SL are Spanish-sited assets for Patrimonio purposes — the SL structure does not eliminate Patrimonio on the underlying value; it relocates it to the participaciones. Above the solidarity-tax threshold that is true for Andalucian residents and non-residents alike, so the structure should be modelled carefully.

IS (Corporate Tax): the SL pays 25% on net profit. Deductible expenses include mortgage interest, depreciation (3% per year on the built structure, not the land), management fees, repairs, insurance, community fees, and IBI. An SL with active rental operations in Marbella typically generates a tax charge of 10-20% of gross rental receipts after deductions — often lower than the IRPF/IRNR personal rate on the same income for higher-bracket individuals.

Capital gains at exit — the critical difference

Personal exit (resident): Spanish tax residents pay the savings scale on a gain: 19% up to €6,000, 21% to €50,000, 23% to €200,000, 27% to €300,000 and 30% above €300,000 (Articles 66 and 76 of Ley 35/2006). The top rate has been 30% since 1 January 2025. If the property is the primary residence and the owner reinvests in another primary residence within 2 years, the gain can be tax-exempt. Buyers over 65 years of age who sell their primary residence are exempt from capital gains without the reinvestment requirement.

Personal exit (non-resident): A non-resident pays 19% on the gain from selling Spanish property, whatever the country of residence (Article 25.1.f of the IRNR law). The 19%/24% split applies to rent and deemed income, not to capital gains. The buyer withholds 3% of the price and pays it to the tax agency on Modelo 211; it is a payment on account of the seller's tax, and only the excess over the tax due is refunded.

SL exit — sell the property: the SL pays IS at 25% on the capital gain. The proceeds sit in the SL and then require a further tax event (dividend to the shareholder) to extract. Dividend withholding under the Spain-home country DBA typically runs 5-15% depending on the treaty (Spain-UK DBA: 0% for 25%+ holdings; Spain-Germany DBA: 5% for 10%+ holdings). Net blended rate can be higher than personal exit for buyers with clean tax positions.

SL exit — sell the shares (participaciones): A transfer of shares is exempt from ITP and IVA unless it was meant to avoid the tax on the property; avoidance is presumed when the buyer takes control of a company at least 50% of whose assets are Spanish real estate not used in a business (Article 338 of Ley 6/2023). For a company whose main asset is a home that presumption normally holds, which removes the advantage a "share sale" historically offered.

Conclusion: for most Marbella buyers with straightforward tax positions, personal ownership is simpler and often more tax-efficient on exit. Company structures add value in specific scenarios: active multi-property rental portfolios where IS rate and deductions are favourable versus personal IRPF rate; developers or promoters where IVA recovery is structural; and complex cross-border inheritance scenarios where a specific holding structure simplifies the transmission.

The right questions to ask your advisor

The company structure question cannot be answered in isolation from:

1. Your tax residency at the time of purchase and your expected residency at exit 2. The home country tax treaty with Spain and its specific rates on dividends, capital gains, and inheritance 3. Whether the property will be actively rented (material bearing on IS efficiency and IVA recovery) 4. The anticipated holding period (longer holds benefit more from IS depreciation deductions; short holds may face IS on a large gain immediately) 5. Your inheritance intentions — the SL structure can simplify generational transfers in some scenarios and complicate them in others

Advisors you need: a Spanish gestor or tax advisor (asesor fiscal) qualified to advise on IS and IRNR; a Spanish property lawyer (abogado) for the purchase itself; and in most cases a dual-qualified or international tax specialist who can model the cross-border interaction.

The desk introduces buyers to independent lawyers, tax advisers and banks; the buyer chooses, instructs and pays them directly. Reach info@musemarbella.es.

Sources

• Ley 37/1992, de 28 de diciembre, del Impuesto sobre el Valor Añadido — consolidated text, Boletín Oficial del Estado (Article 91.Uno.1.7.º: 10% on dwellings, whoever the buyer is)
• Ley 6/2023, de 17 de marzo, de los Mercados de Valores y de los Servicios de Inversión — consolidated text, Boletín Oficial del Estado (Article 338: when a transfer of shares is taxed as a transfer of the property)
• Real Decreto Legislativo 5/2004, de 5 de marzo (IRNR law) — consolidated text, Boletín Oficial del Estado (Article 25.1.f: 19% on a non-resident’s gain; Articles 24 and 25.1.a: rent and deemed income)
• Ley 35/2006, de 28 de noviembre, del Impuesto sobre la Renta de las Personas Físicas — consolidated text, Boletín Oficial del Estado (Articles 66 and 76: the savings scale, 30% above €300,000 since 1 January 2025)
• Ley 5/2021, de 20 de octubre, de Tributos Cedidos de la Comunidad Autónoma de Andalucía — consolidated text, Boletín Oficial del Estado (Articles 41 and 49: ITP 7%, AJD 1.2%; Article 25 bis and disposición transitoria quinta: the wealth-tax relief)
• Ley 38/2022, de 27 de diciembre — consolidated text, Boletín Oficial del Estado (Article 3: Temporary Solidarity Tax on Large Fortunes, its scale and the €700,000 minimum)

Last updated 2 October 2026 by the Muse Selection desk. The linked official texts are the authority; this page restates them and is not tax advice.

Frequently asked questions