In the context of high fiscal pressure, mayoral control of inspectors and growing economic uncertainty, the corporate structure is a strategic decision. For an entrepreneur who has gone through the set-aside phase and is approaching consolidation, diversification or succession, a holding company is not a sophisticated option: it is often a structural necessity.
Not for nothing, well designed and with real economic support, not only fiscal, the holding company is not just a means of holding shares, it is an instrument of internal capitalization, legal protection and patrimonial order.
From a purely tax point of view, the core of an attractive resident is its fiscal efficiency with a solid legal basis that Impuesto sobre Sociedades legislation applies.
On the one hand, the explanation of Article 21 of Legislative Decree 27/2014 of 27 November Impuesto sobre Sociedades -LIS- allows dividends paid by subsidiaries of a registered company to be taxed only in residual form – beyond 5% as non-deductible gas – which The effective tax rate is around 1.25%.
The difference compared to the department focused on individual members, for some types up to 30% in IRPF, is substantial. This allows you to evaluate the benefits within the corporate perimeter, reinvest without decapitalizing the employer and allocate resources according to strategic and non-fiscal criteria.
The true value of a holding structure goes beyond fiscal or financial optimization
On the other hand, for those participations that can be accepted, the fiscal consolidation regime (Chapter VI, Title VII LIS) allows the group to be taxed as a single taxpayer, equalizing the positive and negative tax bases between the companies. In diversified groups or with different cycles, this herramienta stabilizes the tax burden and improves cash management.
There is an option to transfer shares using your Article 21 LIS explanation, which facilitates disinversion or reorganization processes with greatly reduced fiscal costs. In this sense, the holding company acts as a center of internal capitalization and redistribution.
no embargo, the true value of the holding structure exceeds fiscal or financial optimization, Transfer from the point of view of protection is not a simple tool, but a real legal architecture of property separation.
Separation of operating and registered companies allows you to divide your assets. Preventing unforeseen events arising from a specific activity that are limited to its corporate perimeter contamination of group membership.
In mature structures, it is common for strategic assets – assets, brands, patents or key shares – to be housed in a holding company and licensed to operating subsidiaries. This separation of ownership and deployment is about asset protection and brings stability against possible sector crises or legal conflicts. Diversification must be purely financial and must go structural.
Treasury centralization — through cash pooling mechanisms — makes it possible to optimize excesses, reduce financial costs and negotiate with banking entities on better terms. A consolidated vision improves conditions and strengthens the group’s position vis-à-vis a third party.
When it comes to technological or regulatory transformation, the ability to reorganize branches, segregate activities, or incorporate new partners with fiscal efficiency transforms a competitive enterprise. The holding enables these movements within the framework of a special business restructuring regime (Art. 76 et seq. LIS).
Well, none of these winds work automatically, the limit is the existence of a real substance, I know it as “valid economic reason“.
The tax administration rigorously analyzes the economic substance of the structures on hyperactive occasions, applying the anti-abuse clause of Article 89.2 LIS. The jurisprudence has reiterated that a purely instrumental arrangement, lacking real corporate justification, can be regulated, as would be the case with the ten articles above, but in some cases it prevents the abuse of the tax administration, that in the case of holding companies the Supreme Court (for all STS of 11 November 2024 (Rec. 2037/2023), It has been noted that fiscal panic is a legitimate option (economy of option) if the structure is realistic and has minimal economic substance.
The holding must respond to demonstrable economic logic: better management, reorganization, financing, asset protection or succession planning. The corporate form itself, no legitimate tax benefit; optimal system and structure yes, at any cost and without valid reason, no.
The difference is not in creating a holding company, but in designing it with legal coherence and a strategic vision. If there is an economic substance, the structure turns into a real center of patrimonial management: Effectively value benefits, assist them, protect core assets and organize succession.
In the context of structural volatility, this architecture is not a fiscal sophistication, it is a basic building block for long-term stability and growth.
*** José Mateo, partner at Marín y Mateo Abogados.
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