Mergers, divisions, segregations, transfer of assets and liabilities, assignment of businesses. Share-for-share exchange. Design and creation of holding companies. Restructuring of corporate groups.
We are experts in carrying out corporate restructuring operations. Operation that requires high specialization in commercial law due to its complexity. The most common modalities are:
Mergers
The union of two or more companies in an existing or newly created one, taking advantage of their synergies and saving structure costs.
Recommended for those companies that maintain numerous links with other companies, where the share capital is in related persons or companies and that in many cases are corporate groups where some of the companies have not been active for years and yet maintaining them suppose an unnecessary cost to the group. Its liquidation is also not possible due to the high cost involved in the tax distribution of the remainder or reserves accumulated over the years, without the company having any assets.
With these operations, these reserves can be used to increase the value of the absorbing company and, in turn, liquidate and extinguish the absorbed company.
It is also recommended when several companies of the same group maintain constant linked operations of loans between them to the point of real confusion of assets. This situation supposes an additional cost due to duplication in the maintenance of the company and, however, does not provide advantages in terms of dividing the assets into several companies. There are also no advantages with respect to liability since the very confusion of assets between the commercial companies is going to be valued for the purposes of derivation of liability between them.
And if what is intended is the union of several companies with synergies, but with different partners and activities, we not only manage the merger, but also the relationships between the new partners of both companies to guarantee the success of the merger.
We carry out each and every one of the procedures, since we have professionals who carry out everything from the project to the call, publication, registration and communication to the Tax Agency of the operation. Accounting entry of operations and changes of ownership in various records.
We can accredit innumerable corporate restructuring operations with successful results.
Splits
Division of the assets of a company into two or more newly created or already established companies. The partners receive the newly created company or the new shares created after the split. It is about separating different branches of activity in various companies, for various reasons, the most common, separating responsibilities between activities that may entail business risks from others with less risk and even differentiating activities due to the application of TAX BANKRUPTCY, remaining in a company activities with full deduction of VAT and in another company those activities that do not allow deduction.
The OPERATION benefits from the FISCAL NEUTRALITY regime, if it meets the necessary conditions. For this, our team of experts will assess the operation that is best for you, explaining transparently the pros and cons of the operation.
We carry out each and every one of the procedures, since we have professionals who carry out from the project to the call, publication, registration and communication to the Tax Agency of the operation . Accounting entry of operations and changes of ownership in various records.
We can accredit innumerable corporate restructuring operations with successful results.
Segregations
Spin-off modality that is carried out by dividing the assets of a company into two or more newly created or already constituted companies. The segregated company receives the titles of the newly created company or the new shares created after the split. It is a question of separating various branches of activity in various companies, for various reasons, the most common of which are separating responsibilities between activities that may involve business risks from others with less risk and even differentiating activities due to the application of FISCAL PORRATA, remaining in a company activities with full deduction of VAT and in another company those activities that do not allow deduction.
The OPERATION benefits from the FISCAL NEUTRALITY regime, if it meets the necessary conditions. For this, our team of experts will assess the operation that is best for you, explaining transparently the pros and cons of the operation.
We carry out each and every one of the procedures, since we have professionals who carry out everything from the project to the call, publication, registration and communication to the Tax Agency of the operation. Accounting entry of operations and changes of ownership in various records.
We can certify countless corporate restructuring operations with successful results.
Global transfer of assets and liabilities
Express company liquidation mode, or business transfer without transferring the company. The company transfers all its assets and liabilities to another company, selling or transferring the activity in its entirety and leaving the transferring company with the amount received for the transfer, which may be 0 if the liabilities are valued in the same way as the assets. Subsequently, the company is dissolved and extinguished, distributing among its partners the undistributed reserves, as the case may be.
Recommended modality when any of the partners refuses to sell their shares or social participations, blocking the transmission; The global transfer of assets and liabilities is agreed by a majority vote, and the result is equivalent to the sale of the company, but without having to sell its entire share capital, which requires the agreement of all the partners.
Assignment of businesses
Modality of transfer of activity that normally takes place in a rented premises. It is not a transfer of premises, it is the entire activity with elements included. This modality can be interesting because it does not apply VAT, if the assignment is made as a whole; On the contrary, if the transfer is carried out by modules such as, transfer of premises and sale of equipment separately, VAT is applied at 21%, considerably increasing the cost of the operation.
Share capital reduction
Capital reductions can be due to several main causes: because the company’s capital stock exceeds its needs; or because the company is in a weak economic-financial situation and needs to adjust its levels of own funds and its financial ratios, or because the separation or exclusion of a partner is agreed, the departure of one of the partners is agreed, acquiring the company its share and then
- The return of contributions to partners, which is a modality widely used in recent years as a form of remuneration to shareholders, or for the exit of one of the partners from the social capital without another partner necessarily having to acquire their participation.
- The forgiveness of passive dividends, that is, the “forgiveness” of the part of capital pending disbursement of the shares issued in the constitution or in the increase of the capital stock of a company.
If the reduction is motivated by the need to adjust the company’s equity derived from a situation of economic-financial weakness (for example, that there is an imbalance between capital and equity caused by the company’s losses), the purpose of the capital reduction it will be the achievement of the most appropriate financial structure for the new situation of the company.
The reduction of capital for this reason, as well as the constitution or increase of the legal or voluntary reserves indicated for the modality of reduction due to excess capital, do not imply a patrimonial alteration and are made by means of an accounting entry, by means of the transfer of the account of capital to reserves. However, the first two forms of reduction due to excess capital produce an effective reduction of the same that originate a patrimonial alteration.
Regardless of the reasons and the purpose of the capital reduction, three modalities must be distinguished to carry it out:
- Reduction or decrease of the nominal value of the shares, maintaining the number of shares.
- Amortization or elimination of shares, with reimbursement of the contributions to their holders.
- Grouping of shares for their exchange or substitution for other shares of lower total nominal value.
Share-for-share exchange. Design and creation of Holding companies. Restructuring of corporate groups.
A share-for-share exchange (or exchange of securities) is a financial and commercial process in which an entity acquires shares in the capital of another company to obtain control (or increase its stake). In return, the shareholders of the acquired company receive securities representing the capital of the acquiring entity.
Through SHARE-FOR-SHARE EXCHANGE operations, HOLDING companies are established. This structure allows for the reorganization and distribution of profits among different group companies while incurring minimal taxation on dividend distributions. Distributed profits from HOLDING companies allow for a 95% reduction in the tax base. Furthermore, profit distribution does not require tax withholdings when dividends are transferred between a subsidiary and the HOLDING company.
The sale of a subsidiary also qualifies for this 95% tax base reduction, ensuring that a corporate sale remains advantageous rather than becoming a “fiscal hell.”
Another advantage of a HOLDING company is the limitation of liability between group companies performing different activities. It allows for the preservation and consolidation of assets obtained from companies engaged in high-risk activities or those prone to insolvency, without jeopardizing the rest of the group’s equity.
While the advantages of HOLDING companies are substantial, both the design and execution of these operations require extensive experience and a high degree of specialization to avoid tax penalties that could render the operation unfeasible.
ABOGADOS VELAZQUEZ and its specialized team have over 15 years of proven experience in designing and executing projects for the creation of corporate groups at highly competitive prices, achieving 100% client satisfaction without ever incurring tax regularizations for our clients.
- Strategic Tax Advantages (2026 Execution)
Under current 2026 regulations, a Holding structure provides cash flow optimization unattainable for isolated companies:
- 95% Dividend Exemption: Pursuant to Article 21 of the Corporate Tax Act, profits flowing from a subsidiary to the Holding are only taxed on 5% (as “management expenses”), resulting in a minimum effective tax burden (typically 1.25% if the standard rate is 25%).
- Absence of Withholdings: Dividend distributions between subsidiaries and the parent company are exempt from tax withholdings, facilitating immediate capital reinvestment within the group.
- Divestment Efficiency: In the event of a subsidiary sale, the capital gain obtained by the Holding also benefits from the 95% exemption, avoiding the massive tax impact an individual shareholder would face.
- Asset Protection and Ring-fencing
Creating a group allows for the compartmentalization of risks:
- Isolation of Liabilities: Debts or legal contingencies of an operating subsidiary (e.g., a construction firm) do not affect the assets accumulated in the Holding or other subsidiaries.
- Asset Consolidation: It enables the extraction of excess cash or real estate from high-risk operating companies to centralize them in the parent company, protecting the group’s net equity.
- Share-for-Share Exchange as a Creation Tool
An exchange is the most efficient mechanism to create this structure without an immediate tax cost:
- Tax Neutrality: It allows shareholders to contribute their shares from an operating company to a new Holding without paying taxes on the theoretical capital gain at that moment.
- Continuity of Values: Historical acquisition values are maintained to avoid unjustified tax spikes.
- Importance of Specialized Advisory
The Tax Agency (AEAT) strictly monitors the existence of a Sound Business Purpose. Tax savings alone are insufficient; the operation must be justified by organizational reasons, asset protection, or generational succession.
To ensure the success of these operations in 2026, you can consult specialized services such as Abogados Velázquez, who possess the necessary expertise to design these structures within the AEAT’s legal framework, ensuring competitive pricing and absolute legal certainty.
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