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Holding & IP structures · Spain

Design the structure before value starts moving.

We design Spanish holding companies, participation-exemption planning and IP ownership structures around real ownership, dividend, licensing and substance requirements — not around a headline rate.

Participation exemption
Article 21
Cross-border
EU directives + DTT
Defensible
Substance first
01 / The structure, at a glance

One ownership layer. Several controlled flows.

A corporate structure has to explain how control, value and cash actually move — not just look tidy on a chart.

Illustrative group architecture
Spanish HoldCoGovernance & ownership layer
Operating co.Dividends up
IP portfolioLicensing income
EU subsidiariesExpansion
InvestorsExit & distributions
A planning model, not a universal tax outcome. Ownership, residence, income and substance determine the final structure.
02 / Strategic models

Three routes. Different commercial logic.

The right model starts with the business objective, not the headline rate. Each route needs its own legal, tax and operational evidence.

Model 01

Spanish holding company

  • Group ownership and governance
  • Dividend and exit scenario review
  • EU directive and treaty interaction
Model 02

IP ownership & licensing

  • Legal ownership and DEMPE logic
  • Arm's-length licensing terms
  • Transfer pricing and VAT analysis
Model 03

Canary Islands / ZEC

  • Approved activity and eligibility
  • Investment and employment criteria
  • Local substance and reporting
03 / Participation exemption

Eligibility is a chain of conditions.

Dividends and capital gains from qualifying holdings may benefit from the Spanish participation exemption under Article 21 of the Corporate Income Tax Law (Ley 27/2014). The complete ownership and transaction profile must be reviewed before relying on the regime.

01
Direct or indirect ownership threshold
Verify
02
Minimum holding period
Verify
03
Qualifying subsidiary and income profile
Verify
04
Foreign tax and treaty interaction
Verify
05
Beneficial ownership and anti-abuse rules
Verify

An assessment framework, not a statement of eligibility. The effective outcome depends on the facts in force at the time of the transaction.

04 / Follow the value

Each flow has its own scrutiny.

A structure is tested flow by flow — where the money starts, where it lands, and what a reviewer will ask about each hop.

Dividends
Operating subsidiary → Spanish HoldCo

Tested against ownership, holding period, subsidiary status, beneficial ownership, EU rules and any relevant treaty. Main scrutiny: substance and anti-abuse.

Capital gain
Sale of participation → HoldCo

Exit proceeds tested against the same participation-exemption chain. The holding period and qualifying-subsidiary profile decide the treatment.

IP royalties
Licensee → IP owner

Classification, DEMPE functions, arm's-length pricing and withholding. The IP owner must actually perform the functions the income implies.

ZEC operation
Qualifying activity → ZEC entity

A reduced-rate Canary Islands regime for genuine local operation — conditional on approved activity, investment, employment and real substance.

05 / Substance architecture

A structure must exist beyond its diagram.

OECD BEPS, EU ATAD and Spanish anti-abuse rules put operational reality at the centre. A company described as the decision-maker, IP owner or operational centre needs the people, controls and records to support that description.

Local decision-making
Documented governance
Operational bank account
Accounting & reporting
People & premises where required
06 / Focused consultations

Clarify the route before implementation.

Private, remote 60-minute sessions with practical recommendations for founders, investors and international groups. Booked directly — secure checkout, no sales call to get to a sales call.

Holding strategy · 60 minutes

Consultation on Holding Structures in Spain

Spanish holding overview, participation exemption, cross-border tax considerations and comparison with alternative jurisdictions.

€400Online / remote · one-time
  • Participation-exemption fit for your holdings
  • Dividend, exit and cross-border flow review
  • EU directive and treaty interaction
  • Comparison with alternative jurisdictions
Book the holding session ↗
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IP strategy · 60 minutes

Consultation on IP Rights in Spain

Optimal IP structure, registration strategy, ownership and licensing considerations, plus a practical risk review.

€250Online / remote · one-time
  • Ownership and DEMPE-aligned IP structure
  • Registration and licensing strategy
  • Transfer pricing and VAT considerations
  • Practical risk review
Book the IP session ↗
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Sessions deliver practical direction; binding legal or tax opinions and implementation are scoped separately. Prefer to talk first? A free initial consultation helps decide which session fits — or whether a full structure review is the better route.

07 / Our support

One coordinated structure review.

Beyond a single session, we connect corporate design with tax, reporting, banking and operational requirements before implementation — structural design, EU alignment, IP architecture, ZEC assessment and a risk review across DAC6, CFC, exit tax and anti-abuse exposure.

See the flows before committing to the structure.

Tell us who owns the group, where the subsidiaries operate and how dividends, IP income or sale proceeds are expected to move.

Book a focused consultation ↗
Structure first Holding · IP · participation exemption · substance
Company formation · Tax & compliance

Voixa Consultors S.L. · Barcelona · General information on Spanish holding and IP structuring, not legal or tax advice. Participation-exemption, ZEC and treaty outcomes depend on the specific facts and require professional review. Consultation payments processed securely by Stripe.