Confianz

Etiqueta: planificación tributaria

  • Tax control of holding companies increases following new interpretations by the TEAC

    The inspection of holding companies following the 2024 TEAC rulings has intensified tax scrutiny of corporate structures that use the special FEAC regime. The interpretative changes made by the Central Economic-Administrative Court mark a turning point in the supervision of these operations. Companies can no longer rely solely on formal compliance with legal requirements.

    The rulings of 22 April, 19 November and 12 December 2024 have established stricter criteria. The TEAC now examines in greater depth the valid economic reasons justifying each operation. This new doctrine has a direct impact on corporate restructuring and tax planning strategies for corporate groups.

    The creation of holding companies has slowed considerably due to fears of the tax authorities. Tax advisers report «brutal legal uncertainty» that is paralysing numerous business reorganisation projects. It is therefore essential to understand the new parameters for tax inspection.

    The criteria applied by the inspectorate to holding companies following the TEAC 2024 rulings

    The most significant change lies in the requirement for valid economic reasons beyond mere tax savings. The inspection must now assess whether there is a real business purpose behind each FEAC transaction. This new approach requires companies to thoroughly document the commercial reasons for their restructuring.

    In addition, the TEAC has modified the way in which transactions considered abusive are regularised. Tax advantages can only be regularised to the extent that they are realised. This means that the tax authorities cannot correct the entire latent capital gain in one go.

    The court has determined that only the abusive effects of the tax advantage obtained should be eliminated. This modular approach allows tax corrections to be adjusted on a year-by-year basis, as distributed profits materialise or capital gains are realised.

    The inspection of holding companies following the TEAC 2024 rulings has also refined its temporal analysis. The control bodies can review future periods when the tax advantages are progressively materialising. This extension in time requires continuous monitoring by companies.

    Defensive strategies in the face of the new tax inspection of holding companies

    To successfully deal with inspections of holding companies following the TEAC 2024 rulings, companies must implement robust preventive measures. Prior documentation of valid economic reasons becomes the key element of any defensive strategy.

    The first line of defence is to reliably prove that the transaction responds to real business needs. This includes expansion projects, operational efficiency, centralisation of resources or improvement in group management. The TEAC does not consider the placement of future profits under a holding company to be abusive when there is business justification.

    It is essential that the holding company carries out effective economic activity. It must charge for services at market prices or receive dividends as justified consideration for its role within the group. Merely holding shares without additional activity is insufficient under the new criteria.

    Internal control of allocated expenses is another critical aspect. Companies must avoid charging partners’ personal expenses without adequate documentary support. The inspection thoroughly examines whether the expenses truly respond to business needs.

    The preparation of adverse scenario tax simulations allows for the anticipation of possible corrections. This proactive planning facilitates informed decision-making on dividend distributions and share sales. In this way, future regularisation does not take the company by surprise.

    New tax challenges

    At Confianz, we understand that the inspection of holding companies following the TEAC 2024 rulings requires a comprehensive and personalised approach. Our methodology combines exhaustive technical analysis with business pragmatism. We do not impose standard solutions, but rather adapt each strategy to the specific needs of the business group.

    Our work process is structured in three complementary phases. First, we carry out an in-depth diagnosis that identifies all FEAC operations carried out, analyses their economic motivation and assesses their vulnerability according to current TEAC criteria. This assessment allows us to determine the actual level of tax exposure.

    Next, we develop the supporting documentation and defence strategy. We generate all the necessary documentation to support the company’s position in the event of an inspection. This includes corporate minutes, financial reports, business plans and any other supporting documentation that substantiates the business reasons for the transactions.

    Finally, in cases presenting greater risk, we suggest adjustments or restructuring to minimise future exposure. These changes always respect the group’s business logic and do not compromise operational efficiency. The aim is to maintain commercial advantages while reducing tax risk.

    What sets Confianz apart is the balance between technical vision and practical application. We do not design sophisticated structures without real economic substance. We are committed to consistency between tax strategy, effective business operations and the ability to defend ourselves before the tax authorities.

    The new tax reality requires companies to review their structures with more demanding criteria. It is no longer enough to comply with legal formalities; operations must be justified from a real business perspective. If your group has implemented holding companies or is planning a restructuring, now is the time to evaluate each operation and shield it appropriately.

    We invite you to learn more from our tax expert in this video.

  • Tax strategies before and after an M&A

    Did you know that 40% of mergers and acquisitions fail due to undetected tax issues? A poorly planned M&A transaction can drag along millions in hidden liabilities, trigger the Complementary Tax, or clash with European regulations on legitimate economic purpose.

    The reality is stark. Ignoring these factors can turn your dream transaction into a financial nightmare. However, with the right tax strategy, M&A can be the perfect catalyst to accelerate your company’s growth.

    What to review before signing

    Tax due diligence

    The preliminary tax review should unravel critical risks such as buried tax debts, tax credits without solid documentation, and incentives applied without a real economic basis.

    In 2024, for example, a Spanish technology company had to return €2.3 million in R&D deductions incorrectly applied by the acquired company. The fine and interest doubled the initial impact.

    In 2025, the Supplementary Tax has added complexity. Your obligations are assessed based on the post-merger situation of the consolidated group. Two individually exempt companies may, after the transaction, be subject to this 15% tax on profits exceeding £20 million.

    The European filter that can stop your transaction

    The EU Anti-Tax Abuse Directive requires that all acquisitions have genuine economic motivation. A transaction motivated solely by tax benefits may be declared elusive. In Spain, the Treasury is applying this criterion with increasing rigour.

    Remember to document the commercial reasons for your transaction from day one. A solid business case will shield the transaction from tax scrutiny.

    Acquisition structure

    The choice between purchasing assets, acquiring shares or merging determines the treatment of capital gains, the inheritance of tax credits and the degree of exposure to tax liabilities. An intelligent structure minimises the immediate tax burden without mortgaging the future.

    After signing

    The SPA

    The purchase agreement must include dynamic adjustment clauses for tax contingencies and compensation systems. W&I insurance is now standard in transactions exceeding €10 million in Spain.

    According to KPMG (2025), more than 30% of SPAs include specific clauses on the Complementary Tax. The average cost of a W&I policy represents between 0.8% and 1.2% of the transaction value, but can save you up to 10 times that amount.

    Tax integration

    Once the transaction is closed, integration determines the final success. A poorly executed process can lead to tax duplication, trigger tax inspections and create loopholes that compromise the company’s image with investors.

    Successful integration requires unified filing of corporate income tax and consolidated VAT, consistent accounting criteria and centralised management of tax obligations.

    In complex transactions, we recommend setting up a «tax war room» during the first 90 days after closing to detect and resolve discrepancies in real time.

    In the world of M&A, tax is part of the strategic DNA of any successful transaction. Companies that understand this from day one turn tax planning into a competitive advantage.

    Our integrated approach designs tax-efficient structures, anticipates regulatory changes and executes transitions that protect the value of your investment.

    Are you planning an M&A transaction? The best decision starts with a conversation. Contact us and you will find in Confianz your strategic partners with more than 30 years of experience.

  • 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.