When should you set up a holding company in Barcelona with several companies?

You have set up your first company. Then a second. Perhaps a third for a different activity, another for a new partner, or a company for a new investment.

There comes a point when we no longer have just one company: we have a business group.

And then a very common question arises:

“I have several companies: would it make sense to set up a holding company to bring them together?”

The answer does not simply depend on the number of companies.

We need to analyse who currently owns the shares, how much profit the companies generate, what we want to do with that money, whether we plan to sell any company, whether we will bring in new partners and how we want to pass the group on to the next generation.

At Barcelona Tributario, we are tax lawyers specialising in holding structures, business reorganisations and the taxation of corporate groups in Barcelona. We design structures for entrepreneurs and families that already have several companies and want to organise their group before making new investments, distributing dividends, selling a subsidiary or preparing for succession.

What is a holding company?

A holding company is a company that owns shareholdings in other companies.

For example, imagine that a person currently owns directly:

• 100% of Company A.
• 100% of Company B.
• 70% of Company C.

After a reorganisation, we may have:

Shareholder → Holding company → Companies A, B and C.

The individual becomes the owner of the holding company, and the holding company becomes the owner of the shareholdings in the operating companies.

There is no legal form called a “holding company”

We normally use an SL or, depending on the project, another corporate form.

What makes a company a holding company is mainly its role within the structure.

Must a holding company only hold shareholdings?

Not necessarily.

It may be limited to holding shareholdings, or it may also provide certain genuine services to the group, centralise management, financing or administrative functions, and carry out other activities compatible with its structure.

The decision must reflect the business reality and not merely seek tax savings.

The main advantage: reinvesting profits within the group

This is usually one of the most important reasons to set up a holding company in Barcelona.

Imagine that an operating company generates significant profits and we want to use part of that money to launch another activity.

If the companies are owned directly by an individual

It may first be necessary to distribute the money to the shareholder as dividends and then use the net amount to make a new contribution or investment.

The corresponding personal taxation arises along the way.

If there is a holding company

The subsidiary may distribute a dividend to the holding company.

Where the requirements of Article 21 of the Corporate Income Tax Act are met, that income may benefit from the relevant exemption regime.

The holding company then has resources to:

• Capitalise another subsidiary.
• Set up a new company.
• Finance certain investments.
• Acquire shareholdings.
• Retain cash for future opportunities.

The key point is important: we are not necessarily eliminating personal taxation forever.

As long as the funds remain within the corporate sphere, we can reinvest them. If we later wish to distribute them to the individual owner, we will need to assess the taxation of that withdrawal.

Are dividends between a subsidiary and a holding company 95% exempt?

As a general rule, Article 21 of the Corporate Income Tax Act provides for an exemption for certain dividends where its requirements are met.

Minimum shareholding

As a general rule, the holding company must hold at least a 5% shareholding, directly or indirectly, in the subsidiary.

Holding period

The shareholding must have been held continuously during the year before the date on which the dividend becomes due or, in certain cases, be held subsequently until the period is completed.

General 5% reduction for management expenses

The legislation normally reduces by 5% the amount to which the exemption applies.

This is why people usually refer to an effective 95% exemption, although we must check the exceptions and characteristics of each entity.

Does this mean that 1.25% is always paid?

We should not present this as a universal figure.

If the non-exempt 5% is taxed in a company subject to a 25% rate, the mathematical effect would be equivalent to 1.25% of the dividend.

However, the rate applicable to the entity, the exceptions and all other tax circumstances must be checked before making the calculation.

The former €20 million rule should no longer be used as a general rule

For years, there was a regime allowing access to Article 21 for certain shareholdings with an acquisition value exceeding €20 million, even where the 5% threshold was not met.

That possibility was removed as a general rule and was maintained temporarily for certain older shareholdings for a limited period.

That transitional regime applied to tax periods beginning up to 2025.

Therefore, when designing a structure in 2026, we must primarily start from the current 5% requirement and not automatically continue using the former €20 million alternative.

What happens if I want to sell one of my companies in the future?

This is another of the main reasons to assess a holding company sufficiently far in advance.

When a holding company transfers its shareholding in a subsidiary, the rules of Article 21 may also apply to the positive income obtained from the sale, provided that the requirements are met and none of the legal limitations apply.

This allows capital to remain within the group

If the transaction is correctly structured, after selling a subsidiary the holding company may retain the capital and use it for new business investments.

This is very different from selling directly as an individual and receiving the full price into personal assets.

It does not mean that the sale is always 95% exempt

We must specifically review:

• Percentage shareholding.
• Holding period.
• Origin of the shareholding.
• Nature of the company sold.
• Whether it is an asset-holding entity.
• Previous reorganisation transactions.
• International taxation where the subsidiary is outside Spain.

There are specific limitations to the capital gains exemption, particularly for asset-holding companies.

Can I set up the holding company immediately before selling my company?

This is one of the points that requires the greatest care.

We should not assume that we can set up a holding company today, contribute a company with a substantial latent capital gain and sell it immediately tomorrow while automatically applying all tax benefits.

The Corporate Income Tax Act contains specific rules for restructuring transactions and limitations applicable to certain subsequent sales.

In addition, the special neutrality regime does not apply where the main purpose of the transaction is tax fraud or tax evasion and there are no valid business reasons beyond obtaining a tax advantage.

The right time to plan is before receiving an offer

If the group genuinely needs to:

• Centralise shareholdings.
• Reinvest profits.
• Organise shareholders.
• Prepare acquisitions.
• Create new business lines.
• Prepare generational succession.

it is much easier to justify and maintain a holding structure that is consistent with the group's actual operations.

I already have the companies: how do we place them under a holding company?

This is probably the most important technical aspect of the reorganisation.

It is not enough to incorporate an SL and call it a holding company.

We need to transfer to that company the shareholdings that are currently owned directly by the entrepreneur.

Non-cash contribution of shareholdings

One alternative is to contribute the shareholdings in the existing companies to the new holding company and receive shares in it in exchange.

Article 87 of the Corporate Income Tax Act allows, where its requirements are met, the application of the special regime for certain non-cash contributions.

Important requirements where the contributor is an individual

Among other factors, we must check:

• That after the contribution, the shareholder holds at least 5% of the receiving holding company.
• That the contributed shareholdings generally represent at least 5% of the relevant company.
• The required holding period.
• The nature of the company whose shares are contributed.
• The remaining requirements established by the legislation.

The contribution must be analysed company by company.

Tax neutrality does not mean that the capital gain disappears

This concept is fundamental.

When a reorganisation can benefit from the special regime, this normally does not mean that the existing capital gain has been erased.

Taxation may be deferred through the rules on continuity of tax values.

This is why we need to know the future tax value of:

• The contributed shareholdings.
• The shares received in the holding company.

This is particularly important if there is a future sale.

Valid business reasons matter

The business reorganisation regime includes a specific anti-abuse clause for transactions whose main purpose is tax fraud or tax evasion.

The law itself mentions the restructuring or rationalisation of activities as examples of valid business reasons.

This is why at Barcelona Tributario we do not recommend setting up a holding company merely by drafting a generic list of tax advantages.

We need to identify the genuine business issue it solves.

Examples of reasons that may exist in a genuine group

• Centralising ownership of several subsidiaries.
• Facilitating future investments.
• Organising the entry and exit of shareholders.
• Separating business lines.
• Centralising certain functions.
• Facilitating financing.
• Preparing generational succession.
• Reinvesting business profits.

The existence and sufficiency of the reasons must be assessed in each specific transaction.

The holding company and group cash

A holding company can become a central point for certain financial decisions.

For example, one subsidiary may generate substantial cash while another needs resources to grow.

However, this does not mean that we can move money freely between companies without documenting it.

Dividends

They must meet the relevant corporate and tax requirements.

Intra-group loans

They must be properly documented and valued.

Intra-group services

If the holding company provides management, administration, human resources or other services, they must genuinely exist and be valued in accordance with related-party transaction rules.

A holding company does not turn the group into a single bank account.

Related-party transactions: a holding company also creates obligations

Transactions carried out between related companies must be valued at market value.

This affects, for example:

• Loans.
• Management services.
• Secondment of staff.
• Rentals.
• Licensing of trademarks.
• Provision of administrative services.

Therefore, a more organised structure also requires proper documentary and accounting management.

Does a holding company protect assets against the risks of a subsidiary?

A structure with separate companies can help distinguish activities and assets legally.

For example, we may have:

Holding company → Operating Company A + Operating Company B + another company owning certain assets.

However, we do not use expressions such as “absolute asset protection”.

Legal separation may be affected by matters such as:

• Personal or cross-guarantees.
• Guarantees between companies.
• Directors' liability.
• Transactions detrimental to creditors.
• Commingling of assets.
• Certain legal liabilities.

A holding company should organise risks, not be used to harm creditors or artificially transfer assets where liabilities already exist.

Holding companies and family businesses in Catalonia

When the group is family-owned, a holding structure can be particularly useful for organising ownership of the different operating businesses.

However, we must distinguish between two concepts:

having a holding company and meeting the tax requirements for a family business are not the same thing.

95% reduction in Catalonia

Catalan legislation currently provides for a 95% reduction for certain acquisitions of shareholdings in entities by inheritance where the relevant requirements are met.

The reduction does not necessarily apply to 100% of the value of every holding company.

Its scope is related, among other matters, to the assets genuinely needed to carry out the economic activity and the debts linked to it.

What we need to review

Among other requirements:

• Activities of the companies.
• Business and non-business assets.
• Percentage of family ownership.
• Management functions.
• Remuneration.
• Holding requirements.

A holding company that accumulates significant purely asset-holding assets may receive very different treatment from a group made up mainly of operating companies.

Gifting holding company shares to children

Catalonia also provides specific reductions for certain gifts of business shareholdings.

The reduction may reach 95% of the part that meets the requirements, but it is subject to specific conditions.

Therefore, if the medium-term objective is to transfer the group to children, we must design the holding company from the outset with the following in mind:

• Who will exercise management functions.
• Which companies should remain within it.
• Which assets may jeopardise the regime.
• How ownership will be distributed.
• Which requirements will need to be maintained.

At Barcelona Tributario, we are specialists in holding structures and family businesses in Catalonia, so we assess the corporate reorganisation and future succession planning together.

Can a holding company help with Wealth Tax?

Shareholdings in certain family businesses may qualify for the Wealth Tax exemption where the statutory requirements are met.

However, once again, incorporating a holding company does not automatically produce that exemption.

We must check the activity, asset composition, shareholding, management functions and all other requirements.

For significant business wealth, this review can be particularly important because of the interaction between:

• Wealth Tax.
• Temporary Solidarity Tax on Large Fortunes.
• Inheritance.
• Gifts.

Can I include property in the holding company?

We can design structures that include property companies within a group, but we do not recommend transferring property merely because “it will then be within the holding company”.

Each transfer may have its own consequences.

In addition, we must analyse how the presence of real estate assets not linked to an economic activity affects:

• Family business status.
• Wealth Tax.
• Inheritance and Gift Tax.
• Article 21 in certain transfers.
• Classification as an asset-holding entity.

Is a holding company useful if the companies have different shareholders?

It can be, but the design is more complex.

For example, an entrepreneur may own:

• 100% of one company.
• 50% of another with a partner.
• 25% of a third.

Not all shareholdings necessarily need to be incorporated in the same way, nor will they produce the same consequences.

We must also assess:

• Existing shareholders' agreements.
• Pre-emption rights.
• Articles of association.
• Required consents.
• Tax percentages.

What if some shareholders do not want to join the holding company?

Not all shareholders in a subsidiary are required to have the same personal structure.

One shareholder may participate directly and another through their own holding company, provided that the corporate and tax transaction is properly designed.

This is quite common in businesses owned by several entrepreneurs.

Holding companies and new investors

A well-organised group structure can facilitate some future transactions.

The investor could invest:

• In the holding company.
• Only in one subsidiary.
• In a new company created for a specific project.

Each alternative produces different economic and control rights.

For this reason, a holding company can also be a corporate organisation tool and not exclusively a tax tool.

What is tax consolidation?

Having a holding company does not automatically mean being taxed under the tax consolidation regime.

This is a specific Corporate Income Tax regime with its own requirements.

Where it applies and is correctly elected, the group's tax base is determined in accordance with the special rules provided by the Act.

Shareholding

As a general rule, we must assess a minimum shareholding of 75%, reduced to 70% in certain cases involving listed entities, in addition to the voting-right requirements.

A formal election is required

The entities that must join the tax group need to adopt the relevant resolutions and make the required notifications.

We do not recommend setting up a holding company on the assumption that from day one “all losses of one company are automatically offset against the profits of another”.

When may it make sense to consider tax consolidation?

For example, where there is a sufficiently integrated group with different companies generating different tax results.

However, the regime also adds complexity and specific rules.

This is why at Barcelona Tributario we assess it as a decision separate from setting up the holding company, rather than as an automatic consequence.

How much capital do I need to incorporate the holding company?

A private limited company can currently be legally incorporated with share capital from one euro.

Where capital does not reach €3,000, certain special rules apply until that amount is reached through capital and legal reserves.

Therefore, it is no longer correct to state that an SL necessarily needs €3,000 of minimum capital.

A separate question is how much capital a holding company should have from a business perspective.

A structure intended to manage several companies and make investments may require considerably more resources than the legal minimum.

How much does it cost to maintain a holding company?

There is no universal figure.

The new company will have its own corporate, accounting and tax obligations.

Depending on the group, we may need:

• Accounting.
• Corporate Income Tax.
• Annual accounts.
• Corporate administration.
• Related-party transaction documentation.
• Corporate advice.
• Audit where required.
• Accounting or tax consolidation where applicable.

For this reason, there is no magic number of companies or universal dividend amount above which it “always pays off”.

So, from how many companies does it make sense to set up a holding company?

There is no answer based solely on the number.

Two companies may justify a holding company if they generate significant profits and we want to reinvest continuously.

In contrast, four small companies with no profits, no transactions between them and no common project may not yet justify an additional structure.

The right questions are different

• How many companies do we have?
• Who currently owns each one?
• What profits do they generate?
• Do they distribute dividends?
• Do we reinvest profits?
• Do we want to acquire new companies?
• Do we plan to sell a subsidiary?
• Are there different shareholders?
• Do we have children who will continue the business?
• Are there real estate assets or investments within the group?

With those answers, we can determine whether it truly makes sense to set up a holding company in Barcelona.

How we work on holding structures at Barcelona Tributario

At Barcelona Tributario, we are tax lawyers specialising in holding companies, corporate reorganisations and the taxation of business groups.

We do not start by incorporating a company.

First, we assess how the group is currently organised.

1. We map all companies

Shareholders, percentages, activity, assets, debt and net worth.

2. We review tax values

We need to know how and when the shareholdings were acquired.

3. We analyse profits and dividends

We study how money currently flows between companies and shareholders.

4. We review future plans

New investments, sale of subsidiaries, admission of shareholders or acquisition of companies.

5. We design the structure

We define which companies it makes sense to place under the holding company.

6. We assess the tax reorganisation

Non-cash contributions, share exchanges or other transactions where applicable.

7. We document the business purpose

The structure must respond to genuine business reasons consistent with the group's operations.

8. We review Wealth Tax and Inheritance Tax

Where there is significant business wealth, we also assess family business status and generational planning.

9. We analyse subsequent obligations

Dividends, loans, intra-group services, transfer pricing and possible special regimes.

Mistakes to avoid when setting up a holding company

Incorporating the SL and thinking the structure is already complete

The real reorganisation consists of correctly transferring ownership of the subsidiaries.

Thinking that all dividends always pay exactly 1.25%

We must check the requirements, exceptions and applicable tax rate.

Still using the former €20 million rule

In a new structure in 2026, we should not treat it as a general alternative to the 5% requirement.

Setting up the holding company when the sale of a company is already virtually agreed

A reorganisation before a transfer requires special analysis and may be subject to limitations.

Confusing a holding company with a family business

Not all holding companies automatically qualify for Wealth Tax or Inheritance Tax benefits.

Moving money between companies without documenting it

Dividends, loans and services are governed by different rules.

Mixing business assets and personal wealth without planning

This may jeopardise tax benefits we intended to preserve.

Conclusion: a holding company must solve a genuine business issue

Setting up a holding company in Barcelona can be one of the most useful decisions for an entrepreneur who already controls several companies.

It can facilitate the reinvestment of profits, organise future sales, centralise ownership, prepare new acquisitions and structure the transfer of the group to the next generation.

However, the advantage does not arise merely from incorporating another SL.

We must correctly design:

shareholder → holding company → subsidiaries.

We must then analyse how the shareholdings reach that holding company, which tax regime applies, which transactions the parent company will carry out and what consequences the structure will have in the future.

At Barcelona Tributario, we are specialists in holding structures, business reorganisations, family businesses and group taxation in Barcelona.

If you already have several companies and are wondering whether you should group them under a parent company, we can analyse the current situation, calculate the tax implications and design a structure intended for the coming years, not just for the next tax bill.