Business owners resident in Spain who are considering a move to Switzerland tend to ask two questions. Will Spain tax the unrealised gain on their shares when they leave? And will they still pay Spanish wealth tax on the Spanish company they keep? The Dirección General de Tributos (the Directorate General for Taxation, which issues binding rulings on the interpretation of Spanish tax law) answers both in consulta vinculante V1648-26 of 18 June 2026. The answers are favourable, subject to a point that is easily overlooked: deferral of the Spanish exit tax is not an exemption, and any disposal of the shares within the following ten years, including a gift within the family, makes the tax payable.
The facts
The taxpayer, married under a separate property regime, owns 100 per cent of a Swiss company and 100 per cent of a Spanish company, both carrying on a genuine business, together with listed shares held through an investment account in Ireland. He is sole director of the Spanish company, which provides more than half of his employment and business income. He intends to move to Switzerland, keep the Spanish company as his only Spanish asset and, in the following years, give part of his shares in the Swiss company to his spouse.
Which shareholdings are caught
Article 95 bis of Ley 35/2006, which governs the Impuesto sobre la Renta de las Personas Físicas (Spanish personal income tax), treats as a capital gain, when a taxpayer ceases to be Spanish resident, the positive difference between the market value and the acquisition value of shares or holdings in any type of entity. It applies only where the taxpayer has been resident for at least ten of the fifteen tax years preceding the last one to be declared, and where the combined market value exceeds EUR 4,000,000 or, failing that, a holding of more than 25 per cent in a single entity is worth more than EUR 1,000,000.
The ruling confirms that all three positions count towards the thresholds and the gain: the Swiss company, the Spanish company and the listed shares, the latter only insofar as they represent equity. Where the company is incorporated is irrelevant.
Switzerland is outside the EU, yet treated as if it were not
Paragraph 6 of article 95 bis allows the taxpayer to defer the tax where the move is to another Member State of the European Union, or to a State of the European Economic Area with which there is an effective exchange of tax information. Switzerland belongs to neither.
Repeating its earlier ruling V2959-19, the Directorate General extends the deferral to Switzerland on the basis of the Agreement on the Free Movement of Persons between the European Community and its Member States and the Swiss Confederation, signed in Luxembourg on 21 June 1999, as interpreted by the Court of Justice of the European Union in its judgment of 26 February 2019, case C-581/17, Wächtler. The Court held that the Agreement precludes collecting tax on latent gains at the moment of a move to Switzerland when, had the taxpayer stayed, the gain would only have been taxed on disposal. The ruling adds that the Agreement also covers individuals who do not carry on an economic activity, although the case decided by the Court concerned a taxpayer who did.
Deferral is not exemption: the gift to the spouse
Once deferral is elected, the gain only becomes payable if, within the following ten tax years, the shares are transferred inter vivos, the taxpayer ceases to be resident in an EU or EEA State, or the taxpayer fails to notify the Spanish tax authorities of the election, the gain, the new State and address, and the continued ownership of the shares. The ruling does not explain how the second trigger operates where the destination is Switzerland. When any trigger occurs, the gain is allocated to the last year declared in Spain through a supplementary return, without penalties, late payment interest or surcharges.
The planned gift falls squarely within the first trigger. The Directorate General treats it as a transfer inter vivos, even though it is gratuitous, and concludes that it requires the gain on the gifted shares to be declared. The amount is the gain computed on departure, reduced by any positive difference between the market value at that date and the transfer value. The ruling does not say which transfer value applies to a gift, a point that should be settled before the gift is made.
Wealth tax: the treaty prevails
As a non-resident, the taxpayer would in principle remain liable to Spanish Impuesto sobre el Patrimonio (wealth tax) on a limited basis under article 5.Uno.b) of Ley 19/1991, which reaches assets located in Spain, including shares in a Spanish company. Article 2.Uno of the same law, however, gives priority to international treaties, and article 22.4 of the double taxation convention between Spain and Switzerland reserves to the State of residence the right to tax all assets other than immovable property, assets of a permanent establishment or fixed base, and ships and aircraft. The Directorate General therefore concludes that the Spanish company, even when wholly owned, may only be taxed in Switzerland. The question on the family business exemption consequently goes unanswered.
What the ruling takes for granted
The ruling assumes that the change of residence actually takes place and does not test it. Here that is no small matter: the taxpayer would remain sole director of the Spanish company that generates most of his income. Under article 9.1.b) of the personal income tax law, an individual is Spanish resident if the main centre or base of his activities or economic interests lies in Spain, and the tax authorities may challenge the departure if the business continues to be run from here.
Nor does the ruling address the gift for Spanish inheritance and gift tax purposes, and its wealth tax conclusion rests on a trading company. It should not be extended without further analysis to a company that merely holds Spanish property.
Practical implications and conclusion
For anyone planning a move to Switzerland with business assets, the ruling provides comfort on two fronts: the exit tax can be deferred and the Spanish company falls outside Spanish wealth tax. In return, it calls for discipline. The notifications must be filed on time, since failure to do so is a free-standing trigger. Family reorganisations, gifts included, should be timed with the ten-year window in mind. And the departure must be genuine, with management of the companies consistent with the new residence.
Spanish exit tax on a move to Switzerland does not disappear. It is held in suspense for as long as the shares stay where they are, and when and how they move is what ultimately determines its cost.
From our offices in Palma de Mallorca and Manacor, Lexon's international tax practice advises individuals and business families relocating their tax residence out of Spain. If you are considering such a move with company shares, we would be glad to review your position before you take the step.
Source: articles 9.1.b) and 95 bis of Ley 35/2006, on Personal Income Tax; articles 2.Uno and 5.Uno.b) of Ley 19/1991, on Wealth Tax; article 22 of the Convention between Spain and Switzerland for the avoidance of double taxation with respect to taxes on income and on capital; Agreement on the Free Movement of Persons between the European Community and its Member States and the Swiss Confederation, signed in Luxembourg on 21 June 1999; binding rulings of the Dirección General de Tributos V1648-26, of 18 June 2026, and V2959-19; and judgment of the Court of Justice of the European Union of 26 February 2019, case C-581/17, Wächtler.
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This article is provided for general information purposes only and reflects the administrative interpretation in force at the date of publication. It does not constitute legal or tax advice, nor does it replace the individual analysis of each case.