Investment approach
A flat owned by a company seller: authority, tax and checks
A company seller does not raise the buyer's tax by itself, but changes the checks: the signatory's authority, insolvency risk, IBI debts. When ITP applies, when IVA and who the 20% rate affects.
Buying a flat from a company differs from buying from a private individual not in the tax but in the checks: for an SL (limited company) a representative signs, whose authority is confirmed by documents, and the seller's financial position affects the solidity of the deal. The tax is usually the same. The sale of an already used home by a business is exempt from IVA (VAT) and therefore attracts ITP (transfer tax) (art. 7.5 TRLITPAJD), in Catalonia on a scale starting at 10% up to 600,000 € (ATC).
Who signs for the company and what to check
For the company, the contract and the escritura (notarial deed) are signed by an administrador (director) with powers under the articles or an apoderado (attorney-in-fact) under a notarial power of attorney. Before the arras (deposit contract) three things are requested:
- A recent extract from the Registro Mercantil (commercial register). Who the administrador is, whether their term has expired, whether there is any sign of liquidation or concurso (insolvency proceedings).
- The power of attorney, if someone other than the administrador signs: the scope of authority must cover the sale of this property.
- The annual accounts. An SL must file them with the Registro Mercantil within a month of their approval (art. 279 Ley de Sociedades de Capital), so the seller's balance sheet can be looked at.
The last point is not a formality. If the company files for concurso within two years of the deal, the insolvency administrator can challenge its acts that harmed the insolvency estate, even without intent to defraud (art. 226 Texto Refundido de la Ley Concursal). A sale at market price with payment through a bank protects the buyer better than a "bargain" price with part of the money outside the account. The risk assessment of a specific company is done by an abogado (Spanish lawyer).
When ITP is paid and when IVA
The tax depends on what is sold and to whom, not on who sells.
| Seller | Property | Buyer's tax |
|---|---|---|
| Private individual | Any home | ITP |
| Developer company | New home, first transfer | IVA 10% and AJD (stamp duty) 1.5% |
| Company (SL, fund, former developer) | Already used home | ITP, the second transfer is exempt from IVA |
| Company | Used home, buyer is a business with a right to deduct | Waiver of the exemption possible: IVA and AJD 3.5% |
A waiver of the IVA exemption is allowed only if the buyer acts as a business and has a right to deduct the tax or will use the property in operations that carry a right to deduct (art. 20.Dos Ley del IVA). A private buyer of a flat for themselves does not fall under this. The IVA side of a deal for an investor is covered in detail in the article on IVA when an investor buys a property.
What the 20% ITP rate depends on
The 20% rate depends on the buyer, not the seller. Since 27 June 2025 in Catalonia it applies if the buyer is a gran tenedor (large property holder), and when buying a whole residential building. According to the ATC's explanation, a gran tenedor is a person who has more than 10 residential properties in Catalonia, or more than 1,500 m² of residential floor area, or five or more residential properties in municipalities of a tensionada (stressed housing market) zone; an individual's main home is not counted.
Worked example, not a forecast. A flat for 800,000 € from a company, second transfer.
| Buyer | ITP calculation | Tax |
|---|---|---|
| Private individual, not a gran tenedor | 10% of 600,000 € + 11% of 200,000 € | 60,000 € + 22,000 € = 82,000 € |
| Buyer with gran tenedor status | 20% of 800,000 € | 160,000 € |
The 78,000 € difference arises from the buyer's status. If the purchase is made through the buyer's own company, the status is counted by its assets; how to choose between an individual and an SL is covered in the article on buying through an SL or in your own name.
Which company debts can pass to the flat
Besides the community's debt certificate, the company seller is checked for taxes on the property itself. When the owner changes, the property stays encumbered by unpaid IBI (property tax) under subsidiary liability, and the notary must warn the parties of debts on this tax (art. 64 TRLRHL). So IBI receipts for recent years are requested.
The plusvalía municipal (municipal capital-gains tax) on a sale is paid by the seller company. Its tax on the profit from the sale is calculated under Impuesto sobre Sociedades (corporate tax), not IRPF, and that explains why companies sometimes bargain differently; see the article on tax when a company sells a property.
When buying from a company does not suit
The deal does not suit if the seller company is already in concurso or in negotiations with creditors: the sale then follows special rules with the court and the insolvency administrator involved, and the usual arras scheme does not work. Nor does it suit a buyer who is offered, instead of the flat, the shares of the company itself to save on ITP: that is a different transaction with different tax and legal risks, and it is assessed by an asesor fiscal (tax adviser) and an abogado before any promises. If the buyer is a non-resident, the tax picture is helped by DNPI's section on foreign investor taxes.
Questions and answers
Is buying a flat from a company riskier than from a private individual?
Not in itself. The set of checks changes: the signatory's authority, the Registro Mercantil extract, the accounts and signs of insolvency. The tax on buying a flat for yourself is usually the same.
Which tax does the buyer pay if the seller is a legal entity?
If the home has already been used, ITP: that transfer is exempt from IVA and under art. 7.5 TRLITPAJD attracts ITP. IVA is paid when buying a new home from a developer or when the exemption is waived, where the buyer is a business.
Can the ITP rate rise because the seller is a company?
No. The 20% rate in Catalonia depends on the buyer: it applies to a gran tenedor and when buying a whole residential building.
What happens if the seller company goes bankrupt after the deal?
If concurso is declared within two years, the insolvency administrator can challenge a deal that harmed the insolvency estate, under art. 226 of the Ley Concursal. A market price, payment through a bank and a check of the accounts reduce this risk.
Do I need to check the company's IBI debts?
Yes. Under art. 64 TRLRHL the property stays encumbered by unpaid IBI when the owner changes, so the receipts are requested before signing.
