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  • What is a large company for tax purposes in 2025

    The Tax Agency has drawn a clear line: any company with an annual turnover exceeding €6,010,121.04 is considered a large company. This figure is not calculated on the basis of profits or net income, but on total turnover. And the change in status is immediate: if you exceed this threshold this year, you will be a large company next year.

    This volume is calculated by adding up all deliveries of goods and services provided, including those exempt from VAT. Tax payments and occasional transactions such as the sale of real estate or assets are not included. Financial transactions and certain agricultural or livestock activities that are taxed under special regimes are also not counted.

    Crossing this threshold changes a lot. It is not just a matter of invoicing more. From then on, the tax authorities expect a different way of operating. Failure to adapt can lead to penalties, management errors or even liquidity problems.

    What it means to be a large company in tax terms

    Once your company is considered a large company for tax purposes, everything changes: deadlines, how to file returns, your relationship with the administration… It’s a leap in level. These are the main consequences:

    • Monthly returns. It is no longer enough to file them quarterly. VAT (form 303) and withholdings (forms 111 and 115) must be submitted every month.
    • Mandatory SII. Immediate information provision requires keeping VAT records electronically, sending invoice data to the tax authorities almost in real time.
    • Electronic notifications. All official communications are made electronically. The company must have a digital certificate and pay attention to notifications.
    • Installment payments other than corporation tax. The system provided for in Article 40.3 of the Corporation Tax Act applies, which requires payments to be calculated on the basis of actual results for the financial year.

    In addition, many self-assessments must be submitted exclusively electronically, including forms as diverse as 200, 232, 349 and 720, among others. The list is long and leaves no room for error.

    Managing all this requires more than just technical resources. It requires solid tax organisation, cash flow forecasting and experienced teams. It is not uncommon for growing companies to find themselves overwhelmed after changing status.

    How to prepare to become a large company

    The best way to deal with the status of Large Enterprise for tax purposes is to anticipate it. If your company is approaching the threshold, it is advisable to carry out an internal tax review. What systems do you have in place to control invoicing? How is the accounting done? Are you prepared to file monthly returns without errors?

    An essential step is to digitise your processes. The use of accounting software adapted to the SII is no longer optional. You must also ensure that you have a valid electronic certificate and that your finance team is aware of the new deadlines.

    Another key point is cash flow. Filing and paying monthly can affect liquidity. Adjusting collection and payment schedules or planning corporate tax instalments well is vital to avoid financial stress.

    At Confianz, we help many companies that have taken this leap. We know that the problem is not only technical: it is organisational and strategic. That is why we not only comply, but also help you gain efficiency, avoid penalties and maintain control even when the tax pressure intensifies.

    Becoming a large company for tax purposes is much more than a change of category. It is a complete transformation in the way you interact with the tax authorities. Knowing what this entails, anticipating it and having a good tax strategy is what makes the difference between a company that adapts and one that struggles.

    At Confianz, we not only know the regulations, we also understand the reality of growing businesses. If you are close to the large company threshold, we can help you make the leap with confidence. Let’s talk.

  • Conflict resolution in M&A

    Mergers and acquisitions are complex processes, with many conflicting interests. And when something goes wrong, resolving it quickly and effectively must be a priority. Which option should you choose: arbitration, court or mediation?

    When is it advisable to resolve a conflict through arbitration?

    Arbitration is a very useful option when the parties come from different countries, do not trust each other’s judicial systems or simply want to keep the dispute private. It works well because it allows you to choose arbitrators with experience in the subject matter. For example, if the transaction involves a pharmaceutical company, specialists in the sector can be involved, something that rarely happens in court.

    Another advantage is that the process is usually faster than a traditional trial. In addition, the arbitral award (the arbitrator’s «judgment») can be easily enforced in other countries, thanks to international treaties such as the New York Convention. And best of all for many companies: the process can be kept completely confidential, with no one knowing about the dispute or the terms of the agreement.

    However, it is not cheap. Arbitration involves paying the arbitrators, the centre that organises it and, of course, the lawyers. Therefore, although it is useful in large or highly technical transactions, it may not be worthwhile in smaller acquisitions.

    When is it better to go to court?

    Resolving an M&A dispute in court is still a valid option. It is usually cheaper than arbitration and, if you disagree with the judge’s decision, you can appeal. That right to a second hearing does not always exist in arbitration.

    However, there is one detail to be aware of: first instance judgments can be enforced even if they are appealed. In other words, you may end up paying a significant amount before the case is fully resolved. If the higher court subsequently rules in your favour, you will get your money back… but in the meantime, the damage may already have been done.

    Therefore, although the courts offer certain guarantees, they also involve longer timeframes and less control over what happens during the process. If the priority is to settle quickly and without surprises, this may not be the best option.

    How mediation helps avoid a trial

    Mediation is an increasingly popular way of resolving M&A disputes. Why? Because it allows the parties to sit down with a neutral third party, discuss the problem and seek a solution without going to court. It is faster, cheaper and less aggressive than any other route.

    Another key point: everything discussed in mediation remains between the parties. If an agreement is reached, it is legally binding and can be enforced in court if someone does not respect it.

    Furthermore, it could soon become a mandatory step. In Spain, a law is being passed that would require parties to attempt to resolve conflicts through means such as mediation before filing a lawsuit in civil or commercial matters. So, in addition to being useful, it could be a necessary preliminary step before going to court.

    Of course, mediation only works if both parties are willing to talk. If one party is unwilling to cooperate, there is not much that can be done.

    At Confianz, we have been helping companies to close their deals securely and resolve conflicts without turning them into wars for years. Because prevention is also part of a good strategy. If you are in the middle of a negotiation or foresee possible friction, let’s talk before it becomes a problem.

  • Rights and obligations of insolvency creditors following legislative reform

    When a company cannot pay its debts and declares itself bankrupt, any person or company that has outstanding debts with the bankrupt company is considered a bankruptcy creditor. The reform of the Bankruptcy Law in September 2022 has completely changed the legal landscape. This new regulation strengthens the position of the bankruptcy creditor and creates more effective tools for recovering debts.

    The current law seeks quick solutions before companies are forced to close down permanently. For the insolvency creditor, these changes mean more guarantees and greater involvement in the entire process. It also allows them to actively intervene in decisions that affect the recovery of their money.

    Expanded rights of insolvency creditors under the new legislation

    The reform has considerably strengthened the rights of insolvency creditors. They now have more legal tools to protect their interests and control the development of the insolvency process.

    The first basic right is to provide all the necessary documents proving that the debt actually exists. This documentation must include contracts, invoices, delivery notes or any other evidence confirming the origin of the debt. It must also specify the exact amount, the dates when the debt was incurred and when it was due to be paid.

    The insolvency creditor may request that their debtor be declared insolvent. If they have several debtors belonging to the same group of companies, they may request that all insolvency proceedings be handled together. This measure speeds up the proceedings and avoids duplication of costs and unnecessary paperwork.

    The new law ensures that creditors are publicly notified when insolvency proceedings commence. This information is published in the Official State Gazette, the Public Insolvency Register and the Commercial Register. Once published, creditors have exactly one month to come forward to the insolvency administrator.

    They may also participate in the assessment of the insolvency proceedings. This means that they may provide evidence to demonstrate whether the company acted in bad faith or negligently prior to the insolvency proceedings. If their debt exceeds one million euros or represents at least 5% of the company’s total debts, they may prepare their own assessment report.

    Another important right allows you to submit arguments throughout the process. The insolvency creditor can defend themselves if they disagree with the proposals of the insolvency administrator ( ). They can also oppose agreements that they consider detrimental to their interests.

    Obligations to be fulfilled by the insolvency creditors in the process

    With new rights come specific obligations that the insolvency creditor must respect. These obligations ensure that the process runs smoothly and protect the rights of all parties involved.

    The first fundamental obligation is to respect the agreements reached in the negotiations. Once an agreement has been signed or a settlement reached, the insolvency creditor cannot demand different or additional conditions. This rule provides legal certainty and facilitates the reaching of agreements between the debtor and creditors.

    They must also accept that other persons may pay the debt on behalf of the debtor. For example, if a relative or partner of the debtor wishes to pay the debt, the insolvency creditor cannot refuse. However, they are not obliged to accept that this third party becomes the new debtor.

    When the place where the debt is to be collected changes location, the insolvency creditor may claim compensation for the extra costs this entails. This compensation must cover the additional travel or management costs resulting from the change.

    The insolvency creditor must participate in good faith in the negotiations. They cannot put up unnecessary obstacles or reject reasonable proposals without justified reasons. The law encourages collaboration between the parties to find solutions that benefit everyone.

    Better guarantees for the insolvency creditors in 2025

    Current legislation gives priority to saving viable companies rather than closing them down. Insolvency proceedings seek to obtain the most satisfactory solution possible for all creditors when a company is unable to meet its obligations on a regular basis. For the insolvency creditor, this increases the chances of recovering at least part of what is owed to them.

    The new legal framework encourages debtors and creditors to negotiate before going to court. Early talks and out-of-court settlements have become real and effective alternatives. These solutions reduce legal costs and speed up the resolution of economic disputes.

    The insolvency administrator now plays a more active role in protecting the interests of the insolvency creditor. Their role as mediator facilitates dialogue between the parties and helps to find balanced solutions. This specialised professional intervention significantly improves the outcome of the process.

    When it is impossible to save the company, the new law ensures an orderly and efficient liquidation. The aim is to minimise losses for the insolvency creditor and other interested parties. Procedures have been simplified to reduce administrative costs and make better use of the value of the assets being sold.

    The participation of the insolvency creditor in important decisions is another significant advance. Their opinion counts in votes on restructuring plans and agreements with creditors. This greater participation reinforces the legitimacy of the decisions taken.

    The Public Insolvency Register contributes to improving legal certainty by allowing any insolvency creditor to consult up-to-date information on ongoing proceedings. This transparency facilitates informed decision-making.

    Confianz is a reliable partner to help you navigate this complex legal landscape. Our team of specialised professionals understands the particularities of each insolvency situation. We offer comprehensive advice for both companies in difficulty and creditors who want to protect their rights.

    Confianz’s practical experience in insolvency proceedings ensures a personalised and effective approach. We analyse each case individually to design the best debt recovery strategies. Our goal is to maximise the chances of recovery for the insolvency creditor within the current legal framework.

    You can visit our information channel.

  • Tax inspections of companies in 2025: what you need to know

    Tax inspections of companies have evolved significantly in recent years. In 2024, the Tax Agency carried out more than 1.8 million control actions, achieving an additional collection of 16.708 billion euros. However, by 2025, the outlook shows an even greater tightening of tax control.

    Advanced data cross-checking technology now makes it possible to detect inconsistencies between accounting records and tax returns with greater accuracy. Therefore, companies need to be prepared for this increasingly demanding scenario. The sectors most at risk include e-commerce, professional services and activities with high cash turnover.

    Main types of tax inspections faced by companies

    In 2024, more than 2,300 inspections were carried out, uncovering hidden sales and resulting in fines totalling 466 million euros. This data reflects the intensification of control over the underground economy.

    Current tax inspections are classified into eight main categories. First, regulatory enforcement covers checks on personal income tax, withholdings and other taxes declared after the deadline. Second, the control of economic activities focuses on detecting undeclared income and improper VAT deductions.

    In addition, formal checks review defects in invoices and accounting books. Asset analysis investigates irregular links between personal and corporate assets. The concealment of activity through the abuse of corporate forms is also pursued.

    On the other hand, actions based on computer analysis use massive data cross-referencing. Tax inspections of companies in 2025 will focus on pursuing the underground economy and abuses in VAT and corporation tax. Finally, there is specific control for large companies, autonomous regions and multinationals.

    New priorities in tax inspections for companies

    Inspectors will prioritise five critical areas. First, the correct application of tax deductions approved for specific activities. Second, the offsetting of negative tax bases accumulated in previous years. Third, the proper use of tax benefits intended to promote certain economic activities.

    Fourth, the verification of related-party transactions between companies in the same group. Fifth, exhaustive VAT control in cross-border transactions. These inspections use predictive algorithms that identify suspicious patterns using artificial intelligence.

    Surveillance is also intensified on companies that report systematic losses but maintain intense commercial activity. Automated systems detect discrepancies between apparent turnover and reported results.

    How to prepare for corporate tax inspections

    Companies must adopt a proactive strategy in response to increased tax inspections. Organised documentation is the first line of defence. Each transaction must be fully and up-to-date documented.

    Regular reconciliation between accounting records and tax returns prevents unpleasant surprises. It is essential to check quarterly that the accounting data matches the VAT and corporation tax returns. Errors detected early can be corrected by filing supplementary returns.

    Specialised tax advice is essential in this context. At Confianz, we develop specific protocols for each type of inspection. Our preventive approach identifies risks before they materialise into official requirements.

    In addition, we recommend implementing internal controls. Internal review procedures should include invoice verification, deduction validation, and related-party transaction monitoring. Training staff in basic tax issues also reduces unintentional errors.

    Finally, maintaining fluid communication with the Tax Agency facilitates the resolution of incidents. Transparency and collaboration during the inspection process often result in lower penalties or even their total elimination.

    Tax inspections will continue to intensify in 2025. However, well-prepared and properly advised companies can face these controls with confidence. The key lies in prevention, adequate documentation, and specialised professional advice.

  • How is a company valued

    How much is a company really worth? This is a question that all business owners ask themselves at some point. Especially when the valuations they receive vary surprisingly. And this is no coincidence, as behind each figure there are different assumptions, methodologies and perspectives.

    Business valuation is not just for when someone wants to sell. You also need it when a partner joins, you seek financing, you distribute shares among your children, or you define incentives for your management team. What is at stake is truly understanding how much your business is worth, why it is worth it… and what you could do to make it worth more.

    Price is not value, and confusing the two can be costly

    This confusion is constantly seen. And it is dangerous.

    Value and price are different things. Value is a reasoned estimate of the business based on data, projections, and analysis. Price… well, that’s what someone is willing to pay and what the seller accepts. It can be well above or well below value, depending on urgency, expectations, synergies, or simply how much the buyer likes the business.

    An illustrative case: a logistics company had an estimated value of 8 million, but was sold for 12. Why? Because the buyer specifically needed that geographical location and those contracts. The synergies justified the difference.

    Therefore, before discussing price, you need to know what value you are playing for.

    Methods 

    Discounted Cash Flow (DCF)

    This is the preferred method when there is a certain degree of stability and you can project the future with some confidence. Basically, you project how much cash your business will generate in the coming years and bring it to the present using a discount rate (the famous WACC, which is simply the cost of your capital).

    The advantage? It reflects the real potential of the business. The problem? It depends on many assumptions. If there are errors in the growth projections or the discount rate, the whole house of cards comes crashing down.

    An example: a technology start-up projected 40% annual growth over five years. It sounded great until they analysed where that growth was going to come from. In the end, the most realistic projections were around 15% per annum. The difference in valuation was huge.

    Comparable multiples

    Here, you look at how companies similar to yours have been valued, using ratios such as EV/EBITDA, PER, or multiples on sales. This is useful for quick reference and to explain why your company cannot be worth 50 times its sales when those in the sector are trading at 2x.

    But there are always truly appropriate comparables. We have seen disastrous valuations due to copying multiples from companies that only resembled yours in the name of the sector, but had completely different business models.

    Valuation by assets

    This is the most straightforward: add up the assets, subtract the liabilities, and you have your value. It works well for companies with a lot of tangible assets or that are in the process of liquidation.

    The problem is that it falls short when the company generates value mainly through intangibles, technology, brand, or scalability. A consulting firm may have assets worth €50,000 but be worth €2 million because of its client portfolio and knowledge.

    And if none of this fits 

    The reality is that you often have to combine methods. There are specific models for start-ups, and for companies in very specific sectors too. But the important thing is not to master every formula in the world. It’s knowing when to use each one and, above all, how to explain the results without getting lost in technicalities that no one understands.

    What makes a valuation truly useful

    There are 80-page valuation reports full of beautiful graphs that are useless. And there are 15-page reports that help close million-pound deals. The difference is not in the amount of analysis, but in whether the valuation is useful for decision-making.

    First, you need a financial narrative that makes sense. It’s about clearly explaining what makes the business work: how the money comes in, how much actually stays in the coffers, and whether the whole process is repeatable.

    A client recently said that his company «sold technology.» When we looked deeper, it turned out that his real business was implementation and subsequent maintenance. The technology was almost a commodity. Understanding this completely changed the approach to valuation.

    Second, scalability has to be realistic. Can the company grow? How much and at what cost? Is there room to raise prices without losing customers? Can new sales channels be opened?

    This is where the fine work comes in. Explaining what levers the business really has to multiply value without multiplying problems proportionally. Because growing for the sake of growing is pointless if every additional euro of revenue costs 1.20 euros to achieve.

    The infomemo must be honest. It is not a catalogue of the company’s virtues but a map of the business that must make clear what is done well, what risks exist, where the critical dependencies are (that customer who accounts for 40% of revenue, or the manager without whom nothing works), and how all this affects value.

    And something important: you have to think like an investor. How will the person putting in the money see the company? What can they do with it that is not being done now? This perspective is key to building value, not just calculating it.

    In the end, it’s all about clarity

    Valuing companies is not about mechanically applying formulas. It’s about building a clear, realistic and useful vision of what the business is worth today… and what it could be worth in the right hands.

    Is there a sale, investment search or restructuring process underway? Do you need to know what the business is really worth, not in theory but in the real world? Let’s talk.

  • Tax deduction for investment in fixed assets under the regional tax regime

    The tax deduction for investment in fixed assets, as well as being a technicality, is a door that many companies are leaving ajar, or closed, without even knowing it.

    We are at a time when every euro counts, and this incentive can make the difference between an affordable investment and a missed opportunity.

    Have you upgraded your machinery? Have you bought new equipment? Have you modernised in any way this year? Then you need to know about this. Because if you are not taking full advantage of the tax deduction for investment in fixed assets, you are leaving money on the table.

    What is this tax deduction for investment?

    The State (or rather, the Regional Treasury if you are in Navarre or the Basque Country) rewards you if you make the effort to invest in improving your business.

    How? By allowing you to deduct 10% of that investment from your corporation tax.
    In other words, if you invest €100,000, you can pay €10,000 less in taxes.

    Now, the requirements:

    • It has to be new. No buying used machinery.
    • It has to be significant. Under the regional tax regime, the investment must represent at least 10% of the previous year’s assets.
    • No subsidies. If you have received public aid for the purchase, that money is deducted from what you can deduct.
    • And, of course, you have to declare corporation tax. If you are self-employed and pay tax on your actual income, this article is not for you.

    Why this is not just a tax issue (it’s pure strategy)

    This deduction is fuel for investing without fear.
    It can be used to:

    • Renew technology.
    • Automate processes.
    • Modernise your fleet.
    • Improving your energy efficiency.

    Can you imagine making investment decisions not just because «you have to», but because it makes financial sense? Exactly. This isn’t a quick fix, it’s a financial planning tool. What’s more, it can be combined with other deductions such as R&D&I. Yes, you can combine benefits.

    That’s why, when we analyse a tax structure at Confianz, we don’t just look at what’s there. We look at what you could be doing and aren’t doing. Because that’s also saving money.

    How to apply this 

    If all this sounds good but you’re not sure where to start, don’t worry: you’re not alone.

    The tax deduction for investment in fixed assets has one enemy: administrative chaos. If you don’t document the purchase properly, if you can’t prove that it’s a new asset, if you can’t prove that you exceed the threshold, you lose the benefit. And worse, you could end up with a tax audit.

    What do you need to have in order?

    • Invoices, contracts, technical reports… Everything.
    • The previous year’s balance sheet (to prove the % of investment).
    • Proof that you have not received any subsidies for the purchase.
    • And yes, declare it correctly on your corporation tax return.

    Does it require work? Yes. But with an advisor who knows what they’re doing (hello, we’re Confianz), it becomes a manageable and profitable process. The important thing is to plan ahead.

    Does this apply to any company?

    Not for everyone, but for many more than those who apply it. The biggest beneficiaries are:

    • Industrial companies that renew heavy machinery.
    • Logistics companies that need to renew vehicles.
    • Agri-food companies that automate processes.
    • Technology companies investing in new infrastructure.

    Many SMEs that make small investments can also benefit. They just need to exceed 10% of their previous assets. That’s why it’s so important to analyse the right time to invest. If you plan well, you can make a strategic purchase that triggers the deduction.

    Are you investing in your business? Then don’t do it blindly.
    Let’s talk. We can help you get the most out of every euro you invest in your growth.

  • Corporate Tax 2025: key strategic points

    Corporate tax 2025 has become the procedure that determines the competitive advantage of Spanish companies. Those who master its new rates, deductions and obligations will gain margin, cash flow and peace of mind. However, the reform brings nuances that cannot be summed up in a simple headline. That is why we break down the essentials here, with a practical approach.

    New corporate tax rates for 2025

    The general rate remains at 25%, but everything below that has changed.

    Micro-SMEs with a turnover of less than one million will be taxed at 21% on the first €50,000 of taxable income. For the rest, a rate of 22% applies, two points less than in 2024.

    Medium-sized SMEs will see an intermediate step with a rate of 24%, while small entities will move to 20%.

    Start-ups and newly created companies will maintain the 15% rate for the first four years of profitability, a key respite for early liquidity.

    Meanwhile, the minimum rate of 15% for groups with sales exceeding twenty million remains in force. It is advisable to review deferred adjustments so as not to lose deductions.

    The reduction for micro-SMEs will not stop in 2025. The government plans annual reductions until the first tranche reaches 17% and the rest 20% in 2027. Therefore, bringing forward profits to this financial year may be advantageous.

    Consolidated tax groups must calculate their minimum tax on the sum of individual tax payments. It does not apply to the consolidated result, which may increase the tax if there are companies operating at a loss.

    Corporate tax deductions and incentives

    The deduction for R&D&I carries more weight than ever. It now covers the purchase of intangible assets developed by third parties, provided that the project has a report from the Ministry of Science. The Supreme Court has confirmed that this report is binding on the tax authorities and guarantees deductibility.

    Green projects receive further support. The freedom to amortise renewable self-consumption installations up to five hundred thousand euros is maintained. In addition, accelerated amortisation is introduced for electric vehicles and charging points.

    The capitalisation reserve is being strengthened. The reduction is now 20% of the increase in equity. It even reaches 30% if the average workforce grows by more than 10%.

    Finally, the deduction for donations is increased from 35% to 40%. Ticking the ‘Solidarity Company’ box costs taxpayers nothing and multiplies the social impact.

    The digital revolution also reaches corporate tax in 2025. A ten per cent tax credit is created for expenditure on advanced data analysis and cybersecurity software. This incentive is compatible with the innovation deduction and can be combined with accelerated depreciation of hardware.

    The limitation on financial expenses remains anchored at 30% of EBITDA, but is relaxed for certified green infrastructure projects. In these cases, an additional threshold of five million is allowed, which, when calculated correctly, reduces the tax base without altering the debt ratio.

    Formal obligations and strategy

    The 2025 corporation tax return must be filed between 1 and 25 July, or 22 July if you pay by direct debit. Form 200 includes a section on beneficial ownership that requires the identification of the individuals who control the company.

    Corrective self-assessments simplify the correction of errors. Simply submit a new Form 200 and calculate the interest yourself without waiting for a request.

    In compensation for negative bases, the old brackets reappear. The general limit of 70% drops to 50% between twenty and sixty million in income and to 25% above that amount.

    The 2025 corporation tax rewards early action. Those who combine smart investment with compliance control obtain real reductions and reduce risks.

    Remember that the 2025 corporation tax interacts with the minimum supplementary tax approved by the OECD, which will be settled in 2026. Anticipating accounting adjustments this year will ease the global double tax burden of Pillar Two.

    Request a free meeting with one of our specialists.

  • Alignment between ownership and management in family businesses

    In Spain, according to recent data, up to 30% of business activity may be compromised by a lack of understanding between owners — often members of the founding family — and professional managers. This disconnect, invisible in day-to-day operations, often emerges at critical moments: a merger, an acquisition, a succession. This is when the lack of structure turns into conflict, and tradition clashes with efficiency.

    The silent risk of dual governance

    Family businesses operate according to a dual logic: on the one hand, the owning family, with its values, history and personal expectations; on the other, the executive management, responsible for making decisions based on profitability, growth and sustainability. In theory, both sides should be aligned. In practice, this is not always the case.

    Dual governance creates tensions when there is no clear structure. For example, it is common for family members to demand results without actively participating in management, or for managers to have their decisions questioned by those who do not hold formal positions. In M&A processes, where agility and strategic focus are vital, these frictions can delay key operations or even cause them to fail.

    The problem is not the existence of this duality, but its disorganisation. Alignment between ownership and management in family businesses requires mechanisms that channel family participation without interfering with professional management.

    A critical snapshot of family businesses in Spain

    Understanding the root of the problem requires looking at the present. Fifty-three point six per cent of family businesses in Spain are in their first generation, and 37.2 per cent are in their second. Only a meagre 2 per cent survive to the fourth generation. This is not due to a lack of talent or vision, but rather to a lack of institutional preparation for succession.

    Seventy per cent of first-generation family businesses lack a succession plan. The result? Conflicts, improvised decisions and operational paralysis.

    At the same time, these same companies are key players in the market: in 2023, 43% of mergers and acquisitions in Spain were carried out by family businesses. They even surpassed private equity and large corporations. This demonstrates two things: their relevance and their vulnerability.

    When a family business enters an M&A process without clear governance, the risks multiply. The lack of alignment between ownership and management in family businesses can slow down decisions, divide partners and dilute the value that took so much effort to build.

    Consequences of internal misalignment

    The lack of alignment between ownership and management in family businesses has tangible consequences, which are sometimes irreversible. A recurring example is strategic decisions being blocked by generational differences. Parents want to keep the business as it is, while children are committed to growth through acquisitions. Without clear rules, immobility wins. Or worse: a breakup occurs.

    In other cases, the absence of a family protocol leads to legal disputes. Companies that could have grown or diversified their activities end up being sold to third parties because of an inability to agree on a common direction. Emotional value is not enough when there are no mechanisms in place to resolve disagreements.

    There are also situations where professional managers leave the company because their judgement is constantly questioned by family members with no training or executive responsibilities. The loss of management talent in these cases costs more than a bad investment.

    These conflicts do not arise overnight. They are the cumulative symptoms of poor governance. And their cost is extremely high: not only in economic terms, but also in terms of reputation and emotion.

    Professionalisation and clear structures

    Alignment between ownership and management in family businesses does not happen by inertia. It requires specific decisions. The first is to professionalise management. This involves bringing in external managers with experience and, above all, objectivity. It is also key to integrate independent directors into the board of directors to provide strategic vision beyond the family name.

    The second step is to clearly define roles. Who makes decisions? What powers does the family have? What powers does management have? This is where the family protocol becomes indispensable. When well designed, it acts as a coexistence agreement: it regulates expectations, sets rules for participation and establishes mechanisms for resolving differences without taking them to a personal level.

    The third pillar is the corporate structure. Many family businesses operate as if they were sole proprietorships, but growth requires more solid vehicles. The creation of a family holding company allows for the separation of operational management from asset management, facilitates generational succession and optimises taxation. It also allows for professionalisation without losing control.

    Govern with vision and without fear

    Aligning ownership and management in family businesses is the main strategic challenge of our time. It is no longer enough to have good products or a history of success. What ensures continuity is the ability to transform that legacy into a functional, clear and future-proof structure.

    At Confianz, we have been supporting family businesses in this process for years. With solutions tailored to their reality, their values and their long-term vision. If your company is facing this dilemma, don’t put it off. Let’s talk.

  • How company spin-off are managed

    Understanding how to manage company spin-offs requires distinguishing between a full spin-off, a partial spin-off and a segregation. A full spin-off divides all assets into several companies and extinguishes the original company. Partial spin-off transfers an economic unit to another created or existing one, without extinguishing the original one. Segregation is similar to partial segregation but involves a more specific transfer of assets.

    First the spin-off project is prepared: it identifies the companies involved, assets, liabilities, valuations, spin-off balance sheet, exchange fees and accounting effect date. It also defines special rights and examines how they fit into the tax neutrality regime. The existence of an «economic unit» is key to the partial spin-off.

    2 Legal approval and tax neutrality

    Once the project has been drafted, an independent expert’s report is required if a company is a public limited company. A shareholders’ meeting is then convened for approval. If approved unanimously, the resolution is published in the BORME or provincial newspaper.

    It is then notarised and registered in the Mercantile Register. It is also communicated to employees and creditors who may be affected.

    In order to qualify for the tax neutrality regime, it must have a valid economic rationale and comply with corporate income tax requirements. This regime does not allow latent income from tax-value differences to be included.

    3 How company spin-off are managed, operational effects and monitoring

    After registration, tax and labour formalities are carried out. The spun-off company is deregistered with the tax and social security authorities and the beneficiaries are deregistered and registered as appropriate.

    The new balance sheets and accounting records must also be incorporated. The spin-off balance sheet may differ from the last approved balance sheet and include adjustments for real value. However, its contestation does not suspend the spin-off.

    Operationally, it is essential to plan the transition. Confianz facilitates integration between separate units, defines governance structures, independent systems and technological supports. This ensures operational continuity and avoids duplication.

    What we do at Confianz

    • Strategic design of the spin-off project with identification of business units, valuations and operational objectives.
    • Fiscal neutrality management, verifying economic purpose, avoiding tax risks and guaranteeing access to the FEAC regime.
    • Legal and vocal coordination: expert reports, meetings, public deeds, registration and official announcements.
    • Internal and external communication plan, informing employees, creditors and affected parties, managing expectations.
    • Operational implementation, with separation of functions, technology and accounting appropriate for each new company.
    • Post-decision monitoring, to verify tax and legal compliance, ensuring the effectiveness of the new business model.

    At Confianz we design and execute each step, with a practical and human approach, facilitating a business transformation that brings stability and value. If you need to structure a spin-off, we can help you do it with confidence and vision. In our restructuring playlist you can find more information on this topic.

  • How to donate a company to your children in Spain

    Donating a company to your children in Spain is a strategic decision that requires knowledge of legal and tax requirements and practices updated in 2025. Donating a company to your children not only involves formalities, but also requires careful planning to take advantage of tax benefits and avoid future problems. At Confianz we accompany families every step of the way for an efficient and surprise-free generational handover.

     1 how to donate a company to your children in Spain legal and tax requirementes

    To understand how to donate a company to your children in Spain, the current regulations must be reviewed. It is necessary that the company meets the definition of «family business» in article 4.8 of the Wealth Tax Law, avoiding wealth management or tax transparency. In addition, the donor must be over 65 years of age or permanently disabled, and no longer perform managerial functions or receive a salary for them.

    The donee child must undertake to keep the gift for at least 10 years in order to retain the wealth tax exemption, a prerequisite that often distinguishes a gift from an inheritance.

    how to donate a company to your children in spain tax benefits and community of madrid

    2 how to donate a company to your children in Spain tax benefits and Community of Madrid 

    At the national level, donating a company to your children in Spain allows you to apply a 95% reduction in the taxable base for meeting the requirements of a family business. Furthermore, in regions such as Madrid, Andalusia, Castilla y León and Murcia, the ISD tax rebate is 99%.

    As of 1 July 2025, Madrid maintains the 99% tax credit for transfers between parents and children (groups I and II) and extends the tax credit for siblings, aunts, uncles and nephews (group III) to 50%. The requirement of a public deed is also eliminated for donations up to €10,000, and amounts below €1,000 are exempted.

    Therefore, donating a company to your children in Spain with tax support and regional relevance, especially in Madrid, is today efficient and less burdensome.

    how to donate a company to your children in Spain comparative with inheritance and risks

     3 how to donate a company to your children in Spain comparative with inheritance and risks

    Knowing how to donate a company to your children in Spain means understanding the difference compared to an inheritance. In a donation, the requirements are stricter: the donor must prove that he/she has ceased to be a director, be over 65 years of age or disabled, and must keep what he/she has received for 10 years in order to enjoy exemptions that do not apply if this commitment is broken.

    For tax purposes, in the gift the children assume the tax value of the donor (acquisition cost), not the current market value. This can lead to taxation on unrealised capital gains if the company is later sold. In contrast, in inheritance the valuation is updated, avoiding this prolonged tax burden.

    In addition, the donor may have to pay personal income tax on the capital gain derived from the donation if it comes from assets with capital gains such as recently sold shares.

    Therefore, although donating a company to your children in Spain offers tax advantages, it requires careful consideration of risks such as future tax burdens and loss of asset flexibility.

    Practical tips that we recommend at Confianz

    1. Analyse the corporate structure and reform if necessary to meet «family business» requirements.
    2. Formalise the donation before a notary and file form 651 in the corresponding Autonomous Community within the following month.
    3. Evaluate tax scenarios, comparing donation versus inheritance, taking into account capital gains, personal income tax and severance requirements.
    4. Check regional bonuses, especially in Madrid from July 2025.
    5. Plan for the maintenance of tenure, ensuring the commitment of the children for 10 years for the preservation of exemptions.
    6. Provide for the donor’s personal income taxation if he transfers assets with capital gains.
    7. To have legal and tax advice, with a personalised and updated approach to regulatory changes in 2025.

    In our firm we provide practical, humane support tailored to each family. We review the situation, design the best estate plan, manage formalities and support the execution so that the generational handover is completed smoothly.

    We have the experience and the practical approach to ensure that the handover of your family business is done safely, efficiently and without the mistakes.