Bequeathing assets to your own company: why it is taxed under corporate income tax and not under inheritance tax

The same idea comes up regularly in the estate planning of family structures: to draft the will so that certain properties pass directly to the company that already holds the family assets, thereby preventing ownership from fragmenting among several heirs. The arrangement is legally possible, but its tax cost is rarely anticipated with any precision. The Spanish Directorate General for Taxation has examined it in binding ruling V0767-26 of 7 April 2026.

The facts examined

A shareholder holding 99% of the capital of an asset-holding company, which owns several properties and shares in an open-ended investment company, is considering making a will containing several legacies. In particular, she wishes to bequeath to the company itself her main residence and several parking spaces located in the same town, together with the shares she does not allocate to her nephews and nieces. The stated purpose is continuity: that those properties should form part of the entity's assets and remain under single ownership.

There is no charge to inheritance and gift tax

Article 1 of Law 29/1987 configures inheritance and gift tax as a tax on increases in wealth obtained gratuitously by individuals. Its article 3.2 expressly refers increases obtained by legal persons to corporate income tax.

The consequence is direct: where the legatee is a company, there is no taxable event for inheritance tax purposes. Neither the regional reliefs nor those available on the acquisition of a family business apply either, since they are designed for individual acquirers.

The income is included in the corporate tax base at market value

The accounting and tax treatments diverge, and that is where the critical point of the ruling lies.

From an accounting perspective, recognition and measurement rule 18 of the Spanish General Accounting Plan provides that non-repayable grants, gifts and legacies received from shareholders or owners do not constitute income and must be recorded directly in equity. The company will recognise the assets with a credit to account 118, other shareholder contributions, without the transaction passing through profit or loss.

For tax purposes, by contrast, article 17 of Law 27/2014 on corporate income tax requires assets acquired gratuitously to be measured at market value and provides that the acquiring entity must include that value in its taxable base. Since no income has been recognised for accounting purposes, the entity must make a corresponding positive off-balance-sheet adjustment.

Put differently: the transaction is neutral in profit and loss and fully taxable in the tax base.

When the tax point arises

The ruling clarifies a point of considerable practical importance. Under article 881 of the Spanish Civil Code, the legatee acquires a right to pure and simple legacies from the death of the testator. However, articles 882 and 885 make the effectiveness of the acquisition conditional on the asset being made available and delivered by the heirs or, where applicable, by an authorised executor.

The income will be included in the tax period in which that effective acquisition takes place. The tax point therefore does not depend on the will of the beneficiary company but on the conduct of third parties, with the attendant risk that the tax charge falls in an unforeseen financial year.

The deed of acceptance is subject to stamp duty

The absence of a charge to inheritance tax does not exhaust the analysis. The public deed documenting acceptance of the legacy, since it covers real estate, meets all the requirements of article 31.2 of the consolidated text of the transfer tax and stamp duty act: first authorised copy of a notarial deed, quantifiable content, act registrable at the Land Registry, and no charge to inheritance tax or to the transfer tax or corporate transactions heads.

It is therefore subject to the variable stamp duty rate on notarial documents, at the rate approved by the relevant autonomous community.

A procedural note

The Directorate General for Taxation does not assess the tax position of the nephews and nieces in respect of the legacies they receive, since they were not the applicants. Article 88 of the General Tax Act requires rulings to be requested by the taxpayers themselves in respect of their own position. This is worth bearing in mind in family arrangements involving several parties: the protection afforded by a binding ruling extends only to the person who requested it.

Practical implications

The decision to bequeath assets to one's own company is not objectionable, but two effects must be measured before the will is executed.

The first concerns cost and cash flow. The tax is calculated on the market value of a property which, by its nature, may generate no income at all for the entity, so the tax is paid out of resources unconnected with the transaction itself. Those who receive the shares will bear that cost already embedded in the value of what they inherit.

The second concerns timing. Because the tax point depends on delivery of the asset, the income may shift to a different financial year from the one anticipated, with a direct impact on the company's financial planning.

Conclusion

Bequeathing assets to one's own company is a legitimate decision and, in certain family situations, a reasonable one from the perspective of keeping the estate together. What is not reasonable is to take it without first quantifying its impact under corporate income tax and stamp duty, or without comparing it with other ways of ordering the succession.

Reviewing the will in advance, with the figures on the table, avoids passing on to the next generation a liability that can still be dealt with today. Where the reorganisation also affects the corporate structure, it should be analysed alongside the available restructuring routes, such as the contribution of a co-ownership to a commercial company.

At Lex·on we support families and investors in the succession planning of asset and corporate structures from Palma de Mallorca and Manacor. If you are reviewing your will or the organisation of your estate, we would be glad to analyse your case.

Source: Binding ruling V0767-26 of 7 April 2026, Spanish Directorate General for Taxation.
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This article is for information purposes only and reflects the administrative position in force on the date of publication. It does not constitute legal or tax advice and does not replace an individual analysis of each case.