Confianz

Categoría: News

  • How to manage the impact of a company sale

    Managing the impact of the sale of a company is a surgical operation that touches sensitive nerves: people, culture, customers, processes. Selling is a milestone, but it is also a shock that, if not handled well, can be expensive for the buyer, the seller and the whole team in between. For the buyer, the seller and the whole team in between. The secret? Planning, empathy and a clear vision of what comes after closing.

    What changes when a company is sold

    All of it. Or almost everything. Selling impacts everything from the internal structure to how customers perceive the brand. One of the first effects is uncertainty in the team: Do I stay? Do they change me? What do they want from me now? These are not minor questions. If they are not answered well, productivity plummets. Added to this is the redesign of processes. What worked before no longer fits. New tools are coming, other KPIs, another management style.

    In parallel, business strategy often mutates. New priorities. Changes in the value proposition. Sometimes, restructuring of products or services. This generates noise among customers, who may become suspicious. Statistics confirm that companies that do not manage this transition well lose brand loyalty and market share. And if the buyer is international, we add the challenge of integrating completely different cultures, systems and ways of working. The intangible becomes the biggest risk.

    Practical keys to managing the impact of a company sale

    The first thing is to stop thinking that this can be solved with a communiqué. Communicate yes, but with a plan. Internally, transparency is not optional. The team needs to understand why it is being sold, what is going to happen and how it affects them. And this is communicated from the top, but also from each line manager. Communication cannot be vertical and static. It must be adapted to the channel and the context of each area.

    Second: processes. Standardisation does not sound glamorous, but it is vital. A sale brings administrative chaos. If processes are not clear, errors multiply. A good CRM system and collaborative tools make the difference between surviving or stagnating in integration. It’s not just about technology, it’s about method.

    Third: customers and suppliers. Talk to them before the market does. Tell them what is changing (and what is not). Listen to doubts. Give signs of continuity. One fact: customer-centric companies are 38% more likely to increase their profitability after restructuring. It’s not marketing, it’s operational reality.

    Fourth: data. In a transition, emotions rule. But decisions must come from numbers. What metrics? Revenue, customer retention, satisfaction, lead conversion, churn, team productivity. Measuring allows you to adjust and anticipate risks. You can’t improve what you don’t measure.

    And the point that many forget: talent. Selling generates a silent drain. Key people leave out of fear or lack of information. Retaining talent is not just a question of salary. It is about explaining their future role, offering stability, training in new processes. And above all, listening. Change management is about accompanying, not imposing.

    And after the closure? That’s where it all starts

    Once the sale is signed, the hard part begins. The urgent part is over. Now comes the important part: getting the company up and running in the new phase. This is where you can see whether the transition was well managed or not. Often, the focus is on closing quickly, not on integrating well. And then come the problems: falling sales, customers leaving, internal blockages.

    The key is to remain vigilant. Follow the integration plan. Measure weekly. Have real feedback meetings, not ceremonial ones. Correct quickly. And, above all, don’t lose sight of what makes the company unique: its culture, its way of doing things. Selling can be an opportunity for growth, but only if the foundations of the business are respected.

    Confianz has accompanied sales processes of all kinds. Large, small, between family groups, between funds. Contact us if you would like our experts to study your case and advise you during this process.

  • The rise of M&A in Spanish family businesses in 2025

    The rise of M&A in Spanish family businesses in 2025 is the result of a structural transformation. Family businesses, which account for 92.4% of the business sector in Spain and generate 70% of private employment (Family Business Institute, 2025), are leading a new cycle of growth.

    According to the report by Maio Legal and Strategy with Purpose (2025), 27% of family owners are planning acquisitions, while 29% are leaning towards strategic alliances. This dynamic reflects a new mindset: less conservatism, more forward-looking.

    Family fusiness drives mergers and acquisitions

    In 2023, 43% of M&A deals in Spain involved family businesses, surpassing private equity (26%) and industrial corporations (19%), according to the INE. This is not anecdotal: it is a solid trend that continues in 2025.

    The report M&A and family business: how to align ownership and management at the moment of truth points out that this boom is supported by a favourable financial context. Corporate indebtedness fell for the second consecutive year to 64.7% of GDP, the lowest level since 2001 (Bank of Spain, quoted by Cinco Días, 31 May 2025).

    But there is more to the story: a generation of business leaders – mainly baby boomers – are now facing key decisions about the future of their businesses. Expand? Find a partner? Sell? For many, M&A becomes the structural answer to these dilemmas.

    Leading sectors and real opportunities

    The rise of M&A in the Spanish family business in 2025 is more visible in fragmented sectors, in consolidation or with technological pressure. According to Business People (2 June 2025), the clearest opportunities are in:

    • Energy: The energy transition requires financial muscle and technical know-how. Many family-owned SMEs are merging or integrating renewable projects to stay competitive.
    • Technology: Digital change is no longer optional. Traditional companies are acquiring technology start-ups to update processes, sales channels and business models.
    • Pharmaceuticals: The concentration of laboratories and distributors is driving acquisitions to gain scale, diversification and access to R&D.
    • Agri-food and manufacturing: Sectors where global competition and tight margins are pushing for integrations. Here, many family-owned companies seek to lead consolidation, rather than be absorbed.

    Maio Legal and Strategy with Purpose note that the most active family businesses share a pattern: sound financial structure, strategic vision and professionalised governance. The key is deciding whether to lead change or to give ground to external capital.

    Succession

    While the enthusiasm is real, so are the challenges. The biggest internal hurdle remains succession. According to the Family Business Institute (2025), 70% of first-generation family businesses do not have a defined succession plan. This puts their continuity beyond the founder at risk.

    EY and the University of St. Gallen, in their Global Family Business Index 2025, warn that only 30% of these companies manage to survive the transition to the second generation. The lack of alignment between family and professional management can have a direct impact on daily operations, slowing down up to 30% of the activity (Maio Legal, 2025).

    This emotional and structural environment makes any M&A process a complex decision. It is not only about growing or selling, but also about redefining the role of the family, professionalising corporate governance and avoiding internal tensions.

    As Nuria Morcillo points out in Cinco Días (31 May 2025), «M&A in family businesses is not a simple transaction. It is an identity transformation that requires maturity, advice and business vision».

    At Confianz we have accompanied hundreds of companies in merger, acquisition or restructuring processes, combining strategic vision, legal knowledge and family sensitivity. If you are evaluating growth or restructuring, let’s talk. We can help you make decisions.

  • M&A market in Spain and Portugal

    M&A in Spain and Portugal is undergoing a significant transformation. In the first quarter of 2025, deal volume fell by 52.7% year-on-year. However, the total value of transactions increased by 13.2%, according to the latest Datasite and Mergermarket report published on 27 May. This paradox marks a clear shift: fewer deals, but bigger and more strategic ones.

    Companies have not stopped moving, but they now select more carefully where and with whom. The result: more thoughtful, less impulsive and more global in their approach.

    Selective investment and high impact operations

    The behaviour of the market in Spain and Portugal is not an isolated event. The fall in the number of deals does not mean paralysis, but rather an evolution towards more relevant operations. Companies that used to carry out three smaller acquisitions a year are now concentrating their efforts on just one, but with greater potential for return and synergy.

    The sectors with the most movement are a good reflection of this:

    • Technology, media and telecommunications (TMT) lead by number of transactions.
    • Consumer and industrial activity remains steady.
    • Energy, however, is the king in value: more than 3.1 billion euros in transactions in just three months.

    Recent cases reinforce this trend. Iberdrola has acquired regional distribution assets to strengthen its territorial presence. Endesa, for its part, has bought 626 MW of hydroelectric assets for 1 billion euros. None of these operations are coincidental. There is a strategy behind them. Stability, scalability and long-term efficiency are sought.

    And that is a lesson for those who still think of growth «as before»: more is not always better. In 2025, what counts is to grow well.

    European context and macroeconomic pressure

    The M&A market in Spain and Portugal cannot be read without understanding the European environment. Macroeconomic uncertainty continues to affect business confidence . At the continental level, deal volume fell by 34.2% in the same period. However, value rose by 22%.

    Why is this happening? Because opportunistic trading is disappearing. Today no one buys on the basis of inertia. Moves are justified on the basis of return, strategic necessity or operational efficiency.

    This has raised the bar for everyone involved. From legal and financial advisors to management teams, more preparation, more vision and more resilience are required. A simple mistake in valuation or tax structuring can derail a deal that has been months in the making.

    Regulation, state aid and legal opportunities

    The regulatory framework is also influencing the M&A market in Spain and Portugal. Provision 9364 of BOE No. 115 of 2025 introduces new conditions for state aid linked to M&A processes. It regulates, for example, the criteria for granting de minimis aid, limiting certain uses and requiring more traceability.

    Such measures, although bureaucratic, are key for family businesses and SMEs. In many cases, an acquisition or merger cannot be completed without subsidies or other financial incentives.

    Moreover, major legal changes are on the horizon: the transposition of the European Directive on administrators and purchasers of bad debts (NPLs) will have a direct impact on operations linked to problematic assets. And, in parallel, the jurisprudential consolidation of approved restructuring plans opens up new ways for companies in difficulty to negotiate from a more orderly and protected position.

    All this requires high-level legal and tax advice. But above all, it requires a strategic vision.

    At Confianz we build results. With experience, realism and an approach that puts businesses – not incumbents – at the centre.

  • ICEX High Impact Competitiveness Plan 2025

    The ICEX High Impact Competitiveness Plan 2025 is a real opportunity. A response with money, ideas and tools for Spanish companies -especially SMEs and family businesses- to survive, grow and go out into the world in earnest. But it is important to understand it well. Even more so if you are affected by tariffs, increasingly tight margins or the bureaucracy that hinders every attempt at internationalisation.

    The ICEX High Impact Competitiveness Plan explained 

    Yes, the name is long. But what lies behind it is quite straightforward: more than 14 billion euros in two phases. One to protect, one to push. Translated: if your company is suffering from tariffs, volatile markets or lack of muscle to internationalise, here’s something you can use.

    There is personalised attention for 500 large exporters to the US (the ICEX500), but also for hundreds of SMEs that are ready to make the leap or simply survive with fewer shocks.

    Do you run a family business, make something good but don’t know where to start with the outside world? This plan is not only for those who are already abroad. It is also for those who want to get there but don’t know how. Or for those who have made it, but are now squeezed by margins and regulation.

    What makes this plan different?

    First, there is urgency. There is a network of protection, funding, technical support and training designed to act now. And then there is the underlying approach: creating more resilient businesses. That sounds like a buzzword, yes, but it means something very concrete. Don’t get knocked down by the next global scare. That your business can continue to operate even if the environment gets tougher (and it will get tougher).

    The Tariff Impact Observatory will meet every month. Why does it matter? Because it detects risks in real time and adjusts. It’s like having a radar on so you don’t eat the iceberg.

    Then there is the Brand & Innovation programme. Every year, 250 business leaders will receive practical training in strategic positioning. Which is what it takes to stand out when you’re competing with half the world.

    And what’s more: 700 SMEs will be supported to obtain an official rating, which is key if you want to finance yourself or sign up with demanding clients outside Spain. There will also be acceleration for 200 startups with access to international funding and mentoring.

    Are you worried about bureaucracy? Under the «Regime 20» initiative, work is being done to reduce absurd red tape that slows down businesses: approvals, permits, duplication. Less friction, more action.

    How SMEs and family businesses can take advantage of it

    This plan may seem to be designed for large companies with international departments and in-house lawyers. But it is not. It is especially aimed at SMEs and family businesses. The ones that most need real support and less technicalities. The ones that have no time to waste.

    Let’s take a case: an industrial SME in Zaragoza that exports components and sees how tariffs in the US are eating into its margins. With the ICEX plan it can:

    • Get advice on how to reorganise your logistics chain.
    • Access forums with business advisors from 40 countries.
    • Training in differentiation strategies.
    • Obtain alternative financing.

    Or an agri-food company in Murcia that exports only to France and Germany. With this plan, you can:

    • Diversify towards Latin America or Asia, with real market intelligence.
    • Participate in mentoring to redefine your international value proposition.
    • Enter networking networks that were previously inaccessible.

    And you don’t have to do it alone. That’s what programmes like the ICEX500 or access to public financial instruments are for. The aim of the ICEX High Impact Competitiveness Plan 2025 is not only to put resources on the table, but also to help you use them well.

    Because growing abroad requires structure, taxation, branding, strategy… and a lot of resistance.

    At Confianz we know how difficult it is for a family business to adapt to a complex global context. If you are interested in understanding which part of the ICEX High Impact Competitiveness 2025 Plan is right for your company, let’s look at it together. We bring it down to earth. And we help you apply it with strategy and common sense.

  • Labour reform 2025 in Spain

    The 2025 labour reform in Spain is already on the table. And although not everything has been finalised, some things are clear: the working week is changing, working hours are being tightened and the use of temporary contracts is being restricted. For companies, this means reorganising, reviewing contracts and adapting.  Now it is time to update processes and ways of working. Let’s get down to business.

    37,5 hours per week

    The standard working week will be reduced from 40 to 37.5 hours per week. This will be implemented progressively until December 2025, with no reduction in pay. In other words, less time is worked for the same pay.

    For many companies, this means reorganising shifts and functions. If you have multiple teams or a continuous operation, it may be necessary to rework schedules. If you have staff on the minimum wage, the cost per hour goes up. The new SMI is €1,184 per month in 14 payments, which means almost €10 per hour. This needs to be taken into account when budgeting, especially if you have a lot of staff in that wage bracket.

    It is not an insurmountable measure, but it does require planning. It is not enough to cut two hours and leave everything the same. The important thing is to take a good look at how it affects day-to-day life.

    Mandatory digital time control

    Time recording will be compulsory and digital. No manual clocking-in or home-made systems. The Labour Inspectorate will require that clock-in, clock-out and break times are documented in a system that can be easily audited. Failure to comply can cost up to €10,000 per worker.

    Beyond the fine, the real risk is in claims. If an employee asks to review their overtime and there is no reliable record, it will be difficult to defend themselves. And this does not only affect large companies. Small businesses, shops, workshops… all will have to adapt.

    It is advisable to implement a system that fits the size and type of activity of the company. At Confianz we have helped companies to do this in a simple way, without major costs or technical complications.

    Fewer temporary contracts

    One of the main objectives of this reform is to reduce temporary work. The use of temporary contracts will be further limited, requiring clear and concrete justification. The aim is to make permanent contracts the norm, not the exception.

    In addition, the protection of permanent-discontinuous workers is strengthened. The 1.5 coefficient will once again be applied to their contributions, which improves their access to benefits such as unemployment benefits. For companies, this may entail a small increase in social costs, but above all it forces them to review whether this figure is being used appropriately.

    This will affect sectors with high seasonality or high turnover. But even in more stable companies, it is worth reviewing recruitment policies. What was once taken for granted may now be subject to sanctions.

    Right to disconnection and work organisation

    Another point that is starting to gain more weight is the right to disconnect outside working hours. It is not forbidden to write a WhatsApp at 8pm, but it is frowned upon if it is a regular occurrence. Companies will have to reinforce their internal protocols and put in writing when and how staff can be contacted outside working hours.

    Moreover, this intersects with changes in working hours and time control. If you reduce the hours, if you control the times more, you also have to rethink the communication channels and the way you coordinate teams.

    This does not always require big changes, but it does require some consistency. You can’t ask for efficiency with fewer hours if you don’t provide the tools to organise the work better.

    The 2025 labour reform in Spain brings important but acceptable changes. Shorter working hours, more control, more stable contracts. It is not necessary to reinvent the company, but it is necessary to stop and think about how it affects each area. In many cases, it is a matter of adjusting processes and anticipating what is coming.

    If you want to review how the reform affects your team or just be prepared, let’s talk.

  • Alternatives for a business succession process in SMEs. Strategic and fiscal approach

    The aim of this conference is to provide some keys to situate the starting point, to assess the strategic pros and cons of the different alternatives (family or management succession, separation of businesses, merger, sale or entry of venture capital) and to delve specifically into the tax consequences of each of them.

    • Speakers:
      • Joaquín Moral Atienza -Managing Partner at CONFIANZ
    • Date: 22 May 2025
    • Time: from 09:30 to 11:30h.
    • Place: AFM Offices, Paseo Mikeletegi, 59 20009 Donostia

    Further information

  • Taxation of non-resident workers in Spain in 2025

    The taxation of non-resident workers in Spain in 2025 is an issue that, although it may seem technical, has practical and reputational implications for companies and managers. As we know, we are living in a time when talent moves easily, and it is extremely important to understand the tax obligations associated with the hiring or posting of non-resident workers to avoid penalties and protect the corporate image.

    What does the taxation of non-resident workers involve?

    A non-resident worker is a worker who does not stay more than 183 days in Spain during the calendar year and whose main economic and family interests are outside the country. These workers are taxed in Spain only on income obtained in Spanish territory, through the Income Tax for Non-Residents (IRNR).

    Companies hiring non-resident workers must apply a withholding tax of 24% on income earned in Spain. However, if the worker is a tax resident in an EU country, Norway or Iceland, the withholding is reduced to 19%. These withholdings must be paid to the tax authorities by means of form 216 and summarised annually in form 296.

    It is essential to correctly identify the tax residence of each employee before signing the contract and to ensure that the correct withholding tax is applied and that the correct tax forms are followed. Documenting all special situations, such as cross-border or impatriate workers, is key to avoid surprises in the event of an inspection.

    Special cases 

    Cross-border workers, those who live in one country and work in another, have tax peculiarities. For example, the double taxation agreements with France and Portugal allow the worker to be taxed only in their country of residence, provided they meet certain requirements, such as a maximum distance of 20 km in the case of France. In these cases, the Spanish company does not have to withhold any taxes.

    The optional regime for EU/EEA non-residents allows the worker, if he/she earns at least 75% of his/her income in Spain, to apply to be taxed as if he/she were a resident. This allows them to recover part of the withholding tax paid and is an interesting option for international profiles with significant economic ties in the country.

    The Beckham Law, or impatriate regime, allows certain executives and professionals who move to Spain to be taxed as non-residents (fixed rate of 24%) for six years, even if they live in the country. This regime, designed to attract international talent, requires compliance with specific requirements and has been the subject of controversy and review by the Tax Agency to avoid fraud and abuse.

    Reputation and compliance

    The correct fiscal management of non-resident workers not only avoids sanctions, but also conveys seriousness, solvency and commitment to legality. Communicating transparency and compliance in the management of international teams reinforces the image of the company and its managers.


    Taxation of non-resident workers in Spain in 2025 is a control tool, a reputational opportunity and a direct responsibility of leadership. It does not matter whether you manage international talent, corporate reputation or tax strategy. This is an issue that cannot be delegated without oversight.

    At Confianz we help to ensure that international taxation is not an obstacle, but a competitive advantage. Does your company work with foreign managers or consultants? Do you have doubts about how to correctly apply the models or withholdings? Let’s talk about it.

     

  • Why everyone is talking about earn-outs and locked box in M&A

    The key phrase «earn-outs and locked box in M&A» is no longer exclusive to law firms or reports gathering dust in drawers. Today, if you are in the middle of a transaction – or close to it – you are likely to have heard these terms. What was once a rarity is now almost the norm. But do we really know how they work, or do we just go with the flow for fear of being left out? Here’s an explanation that doesn’t require a PhD or infinite patience.

    What is behind earn-outs and locked box in M&A?

    CMS’s latest European study on M&A transactions provides the keys: more money is moving, there is investor appetite, and formulas are being sought to better spread the risks. The result? Two structures are leading the conversation: earn-outs and the locked box system.

    Let’s start with the earn-out. It is simple, but powerful. Its usefulness lies in the fact that it helps to bridge one of the most tense discussions in any transaction: how much what is being sold is really worth. Often the seller believes that his company is worth more than what the buyer is willing to pay. And the buyer, quite rightly, does not want to make promises without proof. The earn-out puts a solution in the middle: «I’ll pay you a part now and, if the company performs as you say it will, I’ll pay you the rest later».

    From the buyer’s point of view, moreover, the earn-out acts as a safety net. This is especially useful when there is information asymmetry. For example, if the business is in another country, has never published its figures, or has many intangible assets that are difficult to value. If the future of the company is uncertain, this model allows the price to be adjusted to concrete results, not promises.

    Another detail that often goes unnoticed? In many operations, the earn-out achieves something key: retaining the team. If there are key managers or founders in the equation, this model gives them real incentives to stay involved and ensure that the company meets the agreed objectives. There is no better way to align interests than to make the seller have to prove that their valuation was not smoke and mirrors.

    It is no coincidence that this model is growing so much in sectors such as technology, healthcare and media. According to CMS, by 2024 it was already present in 25% of operations. Its highest level in the last decade.

    Then there is the  locked box, which also has its own thing. It looks like a safe, but it is actually a structure that fixes the price of the transaction from a specific date. «This was worth the business on 31 January, and that’s the price. No adjustments, no surprises. Sure, it requires trust, solid data and very clear prior agreements. But once closed, the discussion is over. And that is priceless in a negotiation.

    This system has gained momentum especially in Infrastructure, Energy and Real Estate. According to CMS, it is already used in 60% of transactions without price adjustments. Why? Because it avoids surprises.

    The balance of power 

    For years, many M&A deals were a tug-of-war where the seller had the upper hand. Today, the buyer comes in stronger. We see this in details such as liability periods, which are getting longer and longer, and the rise of W&I insurance. In other words, if something goes wrong, it is covered by insurance. In 2024, they were present in one out of every four operations. In the large ones, in almost three out of four.

    The curious thing is that even when there is arbitration (which is becoming increasingly common), 70% of cases are still governed by national rules. Why is that? Perhaps because relying on what you know still outweighs taking the plunge into the unknown, no matter how international it may sound.

    It is not all clauses and technicalities. Artificial intelligence is starting to creep in, but slowly. Thirty-two per cent of the tools used in M&A already incorporate it, but it is not yet in charge. And ESG criteria – the ones that everyone mentions on LinkedIn – are rarely mentioned: only 6% of contracts include them. Just enough to say that they are there, but far from being a priority.

    Are you considering an operation? Contact us to talk to our experts.

  • How to ensure the survival of the family business in 2025

    Family businesses in Spain support 92% of the business network. But in 2025, survival will require much more than just endurance. Effort and tradition are not enough. Change is becoming a matter of life and death: the survival of the family business today is not a matter of faith, but of strategy. And whoever understands this in time, wins.

    Family businesses need muscle to survive

    Today, surviving means growing up. It is not a desire, it is an obligation. Family businesses are still smaller, less international and less technological. This triple handicap makes them vulnerable.

    The fact is clear: 94.5% of microenterprises are family-owned, but only 1% of large companies are family-owned. This is no coincidence. It is a symptom that size matters. A lot.

    Small family businesses feel that their essence lies in their human size. And that is true. But that essence cannot be an excuse for not expanding, for not professionalising their management or for not internationalising their activity.

    Did you know that family businesses that manage to grow are also more profitable than non-family businesses? Growth not only protects: it multiplies value. However, to get there you have to make uncomfortable decisions: opening up to external partners, betting on new markets, investing in technology when you can’t yet see the return.

    At Confianz we analyse, propose realistic plans and execute. We know that every family and every company is unique. And that is why each strategy is unique too.

    The generational handover 

    Who will be running your company in ten years’ time? This question terrifies many family entrepreneurs. And no wonder. Only one in three family businesses makes it through the first generation.

    Many think that it is enough to leave the company «at home». But the family name does not guarantee leadership.

    The new generation not only needs to know the company: they need training, management skills, strategic thinking and digital vision. Not preparing the successor is like flipping a coin with the company at stake.

    Moreover, the handover must be managed in two dimensions: business and family. Clearly separating family interests from business interests is vital. Family protocols, well-defined governing bodies and clear rules are the basis.

    We support our clients in their succession processes from a 360º perspective. It is not just a matter of transferring ownership, but of ensuring that the succession strengthens the project. That there are no heavy inheritances or open conflicts. The aim is not to pass the baton: it is to pave the way.

    Without innovation, the family business disappears within 10 years

    Innovation is not a luxury. It is a matter of pure survival.

    The report «Relevance and Survival of Family Businesses» reveals that only 4.5% of family businesses are present in technology-intensive sectors. That means being left out of the great opportunities of today and the future.

    And we are not just talking about developing new products. We are talking about transforming internal processes, adopting digital tools, using artificial intelligence, managing customer data in real time, automating repetitive tasks.

    Digitalisation is no longer an afterthought. It is at the heart of any growth strategy. Family businesses that have chosen to integrate technology show higher rates of profitability and resilience.

    Of course, transforming a family business does not happen overnight. It involves overcoming internal resistance, training teams, redefining roles and investing for the long term.


    In 2025, it is not the one who has been open the longest that survives. Those who know how to read change and act fast will survive.
    Family businesses have proven to be longer-lived than non-family businesses. But this historical advantage will not work if it is not updated.

    Do you have doubts about how to secure the future of your company? That’s normal. The important thing is not to stand still. If you want to start building a stronger future for your family and your business, let’s talk. We’re here to help.

  • How TEAC rulings in 2024 affect your holding company

    The TEAC rulings in 2024 on holding companies have shattered the peace of mind of many firms. Have you restructured your group in recent years? This affects you. It doesn’t matter if the operation was clean, with economic motives and serious advice. It doesn’t matter if you had a binding report from the DGT. Because now the Inspectorate is re-reading the FEAC regime with a magnifying glass and changing criteria. And yes, we are talking about direct tax consequences. There is no room for mistakes here. Nor is there room for complacency. We tell you what is happening. And how to prepare.

    TEAC changes

    They didn’t say it in those words. But that is what is happening. The TEAC rulings in 2024 on holding companies introduce a twist: it is no longer enough to formally comply with the requirements of the special tax regime. Now substance is required. Business justification. Translated: if your operation has no real economic logic, you may be left without tax deferral.

    The linchpin of it all? Article 89.2 of the LIS. The TEAC has put it at the centre. It says that if the main purpose of a restructuring is fiscal, the regime does not apply. Even if you comply with everything else.

    Second point: economic motives. They cannot be generic. They have to be clear, precise, real. The simple search for tax efficiency is no longer valid. The holding company must have its own activity or a specific role in the group…

    Third change: deferred taxation is no longer granted automatically. It can now be applied progressively. What does this mean? That if, years later, dividends are distributed or shares are sold and the tax authorities smell abuse, they can regularise. A posteriori. Even if the operation was «clean» at the beginning. This is new. And disturbing.

    Inspection is on its own

    The problem does not end with what the TEAC says. It starts with how the Inspectorate interprets it. And what we are seeing is not reassuring. In 2024, several files show that this criterion is being applied in an expansive manner. Very expansive. Even when there are favourable opinions from the Directorate General for Taxation. The Inspectorate ignores them. It considers that if the operation lacks valid reasons, it can regularise anyway. This is a sharp turn of events. And it creates legal uncertainty.

    But there is more. The four-year tax statute of limitations seems to be blurring. In some cases, it is intended to review operations from a decade ago if there are recent dividends. They justify this by saying that the «abusive effect» is materialising now. In other words, the abuse is not in the initial transaction, but in what you do with it afterwards. That, for many advisors, is playing with the rear-view mirror. The result? Companies reviewed for operations closed years ago. And with no margin to defend themselves.

    Moreover, real operations are being questioned. With substance. With logic. With structure. But which, in the inspector’s opinion, have «the smell of taxation». This subjective criterion is being used as a basis for liquidations. And it is dangerous. Because it makes any business decision potentially suspect.

    What you can do if you have a holding

    First, don’t panic. But don’t ignore this either. If you have a holding company within a group, you need to act. Review. Document. Justify. Because even if the operation is years old, what you do now may be the trigger for a future inspection.

    Step one: identify the restructurings made under the FEAC regime.

     Step two: analyse the economic reasons that justified them.

     Step three: check whether the holding company has real activity. Personnel. Functions. If not, it is time to strengthen its role. Or rethink the structure.

    Step four: prepare clear documentation. Not just minutes or deeds. Business plans. Forecasts. Internal justifications. And keep everything. Because the TEAC has already made it clear that what matters is not what you signed, but what you did and why.

    We at Confianz help many companies to resolve this type of situation. We know how to talk to the administration. How to defend operations if the time comes. And, above all, how to restructure with real business logic. Because the FEAC regime is still useful. But now it requires more rigour. More analysis. More head.

    And no, this is not a fiscal fad of the moment. It is a paradigm shift. The TEAC rulings in 2024 on holding companies mark a before and after. Ignoring it is not an option. Prevention is your best defence.

    These resolutions do not prohibit restructuring. Nor do they prohibit the use of holding companies. But they do force you to justify everything more clearly. With more economic sense. With more documentary support. Don’t improvise. Don’t copy other people’s structures. Don’t think that everything has been done because it worked years ago. The context has changed. And so has the Inspectorate.

    Shall we review your structure together?