The Spanish Directorate-General for Taxes (DGT), in binding ruling V1648-26 of 18 June 2026, has examined the case of a taxpayer with business assets who is about to move his residence to Switzerland. The ruling determines which shares and holdings enter into the calculation of the so-called exit tax —the charge on the latent gains in shares and holdings when the taxpayer ceases to be tax resident in Spain—, whether its payment may be deferred, and what happens if, during the deferral, part of those holdings is gifted to the spouse.

It also addresses Wealth Tax. The question was whether the holdings in a Spanish company continue to be taxed in Spain once their holder resides in Switzerland.

The answers are, in substance, favourable to the taxpayer, with a relevant qualification as regards gifts. At the end we devote a few lines to ruling V5233-26, of 22 July 2026, which clarifies what becomes of the Personal Income Tax (IRPF) payments on account made in the year of the move.

The facts

The applicant resides in Spain and is married under a separate-property regime. His assets include bank accounts in Spain and in Switzerland, an investment account in Ireland through which he holds listed shares —in no case with a holding of 5% or more in the issuing companies—, 100% of a Swiss company and 100% of a Spanish company. He received the latter holdings in an exchange of securities —an operation in which the shareholder contributes his shares in one company to another and receives holdings in the latter in return— carried out under the special restructuring regime of Corporate Income Tax. Both companies carry on a business activity and have material and human resources.

The applicant is sole director of the Spanish company and receives for this a remuneration exceeding 50% of his income from employment and business activities. He intends to move his residence to Switzerland, keeping in Spain only the holdings in the Spanish company, and in the following years to gift part of the holdings in the Swiss company to his spouse.

The regulatory framework: article 95 bis LIRPF

Article 95 bis of Act 35/2006, of 28 November, on Personal Income Tax (LIRPF), introduced by Act 26/2014 with effect from 1 January 2015, governs capital gains on change of residence. When a taxpayer ceases to be tax resident in Spain, the positive difference between the market value of his shares or holdings and their acquisition value is treated as a capital gain, as if he had sold them at that moment.

The tax is triggered only if two requirements are met. The first is to have been an IRPF taxpayer for at least ten of the fifteen tax periods preceding the last one for which a return must be filed. The second relates to amount: (i) the market value of all the shares or holdings taken together exceeds EUR 4,000,000; or, failing that, (ii) the taxpayer holds more than 25% in an entity whose market value, in the portion corresponding to the taxpayer, exceeds EUR 1,000,000. In this second case, the tax is limited to that holding.

The gain is included in the savings base —the base that groups together capital income and is taxed under its own scale— and is allocated to the last tax period for which the taxpayer must file an IRPF return, by means of a supplementary self-assessment if necessary, without penalty, late-payment interest or surcharge.

Which securities count

The applicant’s first question was whether the shares in the Swiss company, the holdings in the Spanish company and the listed shares held through the Irish account were caught. The DGT answers with the wording of the provision: what counts are “the shares or holdings in any type of entity owned by the taxpayer”.

The provision draws no distinction by the residence of the investee entity, by the percentage held or by the place where the securities are deposited. All three of the applicant’s categories therefore fall within the scope of article 95 bis LIRPF. Nor does the provision exclude companies carrying on a business activity, so the operating status of both companies does not alter the conclusion.

The only clarification the DGT adds concerns securities listed on regulated markets. As regards these, only those representing a share in the equity of companies or entities count, that is, shares, and not, for example, debt instruments. The DGT notes in passing that Directive 2004/39/EC, to which the provision refers, has been replaced by Directive 2014/65/EU.

Although the ruling does not refer to them, paragraph 3.c) of article 95 bis LIRPF expressly includes shares or units in collective investment undertakings, which are valued at their net asset value. In our view, this also covers exchange-traded funds (ETFs) domiciled in other States, such as Ireland or Luxembourg, which frequently form part of these taxpayers’ portfolios.

Switzerland and the deferral under paragraph 6

Paragraph 6 of article 95 bis LIRPF allows the taxpayer to opt for a deferral regime when the move is to another Member State of the European Union, or of the European Economic Area with effective exchange of tax information. Instead of paying in the year of departure, the taxpayer need only self-assess the gain if, within the following ten years, he (i) transfers the shares or holdings inter vivos; (ii) ceases to reside in a State of the Union or of the European Economic Area; or (iii) fails to comply with the obligation to notify the Administration of the option, the gain, the State of destination, his address and the continued ownership of the securities. If he becomes a taxpayer again without any of those circumstances having occurred, the exit tax lapses.

Switzerland is neither a Member State nor part of the European Economic Area. The DGT nevertheless reproduces in full its criterion from ruling V2959-19, of 24 October 2019, and concludes that paragraph 6 is equally applicable to a move to Switzerland.

The reasoning rests on 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, and on the judgment of the Court of Justice of the European Union of 26 February 2019, Case C-581/17, Wächtler. There, the Grand Chamber held that the Agreement precludes a Member State from levying, at the time of the move to Switzerland, the tax on the latent gains in the holdings of a person carrying on an economic activity in Switzerland, where, had the person not moved, the tax would only be levied upon sale. To this is added article 5 LIRPF, which makes the Act subject to the international treaties incorporated into domestic law.

In our view, the conclusion is reasonable, although it rests on a broad reading of the judgment. The operative part of Wächtler refers to a national of a Member State carrying on an economic activity in Switzerland. The DGT extends the criterion to any individual, whether or not carrying on an economic activity, because the personal scope of the Agreement covers both situations. It is a generous reading that the Administration has maintained consistently since 2019 and that binds the bodies applying the taxes in identical cases, in accordance with article 89 of Act 58/2003, of 17 December, on General Taxation. We consider the risk of the Administration disregarding it in an analogous case to be low.

The gift to the spouse during the deferral

The applicant asked whether gifting part of the holdings in the Swiss company to his spouse, once resident in Switzerland, would interrupt the deferral. The DGT answers that it would, in respect of the holdings gifted.

The gift is an inter vivos transfer and therefore falls within the first of the circumstances that require self-assessment. The provision draws no distinction between transfers for consideration and gratuitous transfers, nor does it make an exception for those made in favour of the spouse. The consequence is that the taxpayer must self-assess the gain corresponding to the holdings gifted, allocating it to the last tax period for which an IRPF return was filed, by means of a supplementary self-assessment, without penalty, interest or surcharge. The filing period runs from the date of the gift until the end of the next IRPF filing period.

As to the amount, the DGT merely recalls the two applicable rules. The gain is the difference between the market value of the holdings on the accrual date of the last tax period declared and their acquisition value. That gain is reduced, under paragraph 6.b), by the positive difference between that market value and the transfer value. Put in practical terms: if the holdings have lost value between departure and the gift, Spain taxes only the gain that remains at the time of the gift. If they have increased in value, Spain taxes only the gain accrued up to departure. For these purposes, the transfer value is increased by the profits distributed after departure that have reduced the company’s net equity, unless they have been taxed under Non-Resident Income Tax (IRNR).

The ruling leaves unresolved what the transfer value is in a gift, where there is no price. In our opinion, the most coherent approach would be to apply the rules of article 36 LIRPF for gratuitous transfers, although the point is not settled. We therefore recommend carefully documenting the valuation of the holdings at the date of the gift.

The holdings that are not gifted remain in the deferral regime until the ten-year period elapses or another of the circumstances provided for occurs.

Wealth Tax: the Convention displaces limited tax liability

The second question concerned Wealth Tax. Under article 5.Uno.b) of Act 19/1991, of 6 June, on Wealth Tax (LIP), a person who does not reside in Spain is taxed under limited tax liability, that is, only on the assets and rights located, exercisable or to be performed in Spanish territory. Holdings in a Spanish company would, in principle, fall within that category.

The applicant also asked whether he could apply the exemption in article 4.Ocho.Dos LIP, which covers holdings in entities carrying on a business activity whose holder performs management functions remunerated at more than 50% of his income from employment and business activities. Hence his reference to his position as sole director and the weight of his remuneration.

The DGT does not reach the exemption, because it resolves the question at an earlier stage. Article 2.Uno LIP provides that the tax applies without prejudice to international treaties, and the Convention between Spain and Switzerland for the avoidance of double taxation with respect to taxes on income and on capital, published in the Spanish Official Gazette (BOE) of 3 March 1967, includes Wealth Tax within its scope. Its article 22 only allows the State of situs to tax immovable property and movable property forming part of a permanent establishment or a fixed base, and reserves all other items of capital to the State of residence.

Consequently, the holdings in the Spanish company are taxable exclusively in Switzerland, and Spain cannot subject them to Wealth Tax under limited tax liability. The exemption in article 4.Ocho.Dos LIP ceases to be relevant.

The scope of this conclusion warrants one clarification. Article 5.Uno.b) LIP treats as located in Spain holdings in unlisted entities whose assets consist, as to at least 50%, of immovable property situated in Spanish territory. Article 22 of the Convention, as transcribed by the DGT, contains no equivalent rule for real-estate-rich companies, so the conclusion appears to extend to those cases. The ruling, in any event, concerns an operating company, and that scenario is not analysed.

A question the ruling does not address: the prior exchange of securities

The holdings in the Spanish company derive from an exchange of securities carried out under the special regime of Chapter VII of Title VII of Act 27/2014, of 27 November, on Corporate Income Tax (LIS). Under that regime, the gain on the exchange is not taxed at the time of the transaction and the securities received retain the tax value of those delivered.

Article 80.4 LIS provides that, if the shareholder loses residence in Spanish territory, he must include in the IRPF tax base of the last tax period the difference between the market value of the securities received and their tax value, unless they remain attached to a permanent establishment in Spain. The deferral provided for in the same article refers to a move to a State of the European Union or of the European Economic Area, and its wording differs from that of article 95 bis.6 LIRPF: it requires an application and entails late-payment interest and guarantees.

The ruling does not mention this provision or its relationship with article 95 bis LIRPF. In our view, anyone in a similar situation should analyse both regimes together before the move, in particular whether the criterion of V1648-26 extends to Switzerland in this context and how to prevent the same gain from being counted twice.

Payments on account in the year of departure (V5233-26)

Ruling V5233-26 resolves a practical question that commonly arises in the year of the move. The applicant moved his residence to Brazil on 31 March 2022 and, during the first quarter, had made instalment payments and borne IRPF withholdings and payments on account. The DGT starts from the premise that he was not tax resident in Spain in 2022, so that in that year he was subject to IRNR, not IRPF.

The DGT applies article 52 of the consolidated text of the Non-Resident Income Tax Act, approved by Royal Legislative Decree 5/2004, of 5 March. Under this provision, the IRPF payments on account made from the beginning of the year until the change of residence is evidenced to the Administration are treated as IRNR withholdings or payments on account, provided they relate to income subject to the latter tax. They may therefore be deducted from the IRNR liability under article 26.b) of that Act.

Note the twofold condition. On the one hand, the equivalence extends only to payments on account made until the change of residence is evidenced, which makes it advisable to evidence it without delay. On the other, only payments relating to income subject to IRNR are deductible. The ruling does not resolve, since it was unnecessary in the case at hand, what happens to payments on account linked to income not subject to that tax, for which the applicant had alternatively sought a refund as undue payments.

The connection with the exit tax is as follows. A person who leaves Spain in the first half of the year will normally not be tax resident in that year, and the last tax period for which an IRPF return must be filed will be the previous one. The gain under article 95 bis LIRPF is allocated to that period, and the reference market value is fixed in it. The payments on account of the year of departure, by contrast, pass to IRNR on the terms just described.

Practical consequences

In light of both rulings, anyone preparing a move to Switzerland with assets of this kind should bear in mind the following:

(i) As regards the perimeter of the exit tax, all shares and holdings count, irrespective of the residence of the entity, the percentage or the place of deposit, including collective investment undertakings. The EUR 4,000,000 threshold must be calculated on the aggregate.

(ii) A move to Switzerland allows the taxpayer to rely on paragraph 6 of article 95 bis LIRPF, provided the option is exercised and the notification obligations are met; failure to meet them makes the tax payable.

(iii) During the following ten years, any inter vivos transfer, including a gift to the spouse, requires the gain on the securities transferred to be self-assessed. Gifts should be planned with this consequence in mind and with a documented valuation.

(iv) Once residence in Switzerland has been evidenced, holdings in Spanish companies are not taxed in Spain under limited tax liability, by virtue of article 22.4 of the Convention. It is advisable to obtain a Swiss tax residence certificate.

(v) Both rulings assume that the applicant ceases to be resident in Spain. In the case of V1648-26, the taxpayer will continue to own a Spanish company from which he derives most of his income. If he keeps in Spain the main base of his activities or economic interests, the loss of residence may be challenged by the Administration, and all of the above will depend on how that question is resolved.

In conclusion, what this DGT ruling shows is that a move to Switzerland receives, for exit tax purposes, the same treatment as a move to a Member State of the European Union, and that the Convention with Switzerland prevents Spain from subjecting holdings in Spanish companies to Wealth Tax. A gift to the spouse during the deferral, by contrast, makes the tax payable on the holdings gifted.

Sources

  • Directorate-General for Taxes, binding ruling V1648-26, of 18/06/2026 (exit tax on a move to Switzerland, gift to the spouse and Wealth Tax): link
  • Directorate-General for Taxes, binding ruling V5233-26, of 22/07/2026 (IRPF payments on account in the year of change of residence): link
  • Directorate-General for Taxes, binding ruling V2959-19, of 24/10/2019 (application of article 95 bis.6 LIRPF to a move to Switzerland): link
  • Court of Justice of the European Union (Grand Chamber), judgment of 26/02/2019, Case C-581/17, Wächtler: link