Investment approach
Shares in the project SL and wealth tax: Patrimonio and ISGF
Shares in an SL enter the base of two personal net-wealth taxes. They are valued from the audited balance sheet or by capitalising profit, and the exemption for shares in companies is strict.
Shares in a Spanish SL (sociedad limitada, a private limited company) enter the base of the net-wealth tax on individuals when they are held by a person and not by a company. There are two taxes: the Impuesto sobre el Patrimonio (IP) and the Impuesto Temporal de Solidaridad de las Grandes Fortunas (ITSGF, which in conversation is called ISGF). The second applies to net wealth above 3 M€ (Ley 38/2022, art. 3). What follows describes the rules, not a calculation for a specific person: that is done by an asesor fiscal (tax adviser).
Which two taxes apply to wealth, and what do they have in common?
IP is paid by individuals. In Catalonia, for residents of the region, the first 500 000 € is exempt and the top rate of 3,48% applies to a base above 20 M€ (ATC). ITSGF works on top of IP: it is not ceded to the autonomous communities, wealth is measured on 31 December, the base is reduced by 700 000 €, and the rates of 1,7%, 2,1% and 3,5% apply to the part of the base above 3 M€ (art. 3 Ley 38/2022). The IP a person has already paid is deducted from ITSGF.
The word "temporary" in the name is out of date: Real Decreto-ley 8/2023 extended the tax for 2024 and then without an end date, until the taxation of wealth is reviewed as part of the reform of regional financing (disposición adicional quinta). Returns on form 718 for 2025 were filed from 1 July 2026 on the updated form (Orden HAC/652/2026). Those texts give no end date. Real Decreto-ley 29/2026 of 6 October changes neither IP nor ITSGF, so as of 13.10.2026 both taxes remain in force in their previous form.
How are shares in an SL valued?
The valuation depends on whether the balance sheet has been verified by an auditor (art. 16 Ley 19/1991).
| Situation | How the shares are valued |
|---|---|
| The last approved balance sheet was audited with a favourable opinion | Theoretical value (valor teórico) according to that balance sheet |
| No audit, or the opinion is unfavourable | The highest of three: nominal value, theoretical value per the balance sheet, three-year average profit capitalised at 20% |
The profit in this formula includes dividends paid and allocations to reserves. For a project SL this matters: years without profit are followed by one year with the sale of the property, and the three-year average can exceed book value.
Worked example, not a forecast. SL equity per the last balance sheet 2 M€, nominal value 1 M€, three-year average profit 600 000 €. The investor owns 50%.
| Valuation variant | 100% of the SL | 50% stake |
|---|---|---|
| Balance sheet with a favourable audit | 2 M€ | 1 M€ |
| No audit: 600 000 € capitalised at 20% | 3 M€ | 1.5 M€ |
The 500 000 € difference arises solely from whether the balance sheet is audited. The SL's own taxes are covered in the article on the taxes of a project SL.
Does the exemption for shares in companies work?
For shares in companies IP provides an exemption, and ITSGF carries it over unchanged (art. 3 Ley 38/2022, apartado cuatro). But the conditions are strict (art. 4.Ocho.Dos Ley 19/1991):
- The company must not be mainly engaged in managing real or personal property. It is treated as such if, for more than 90 days a year, more than half its assets are securities or assets not used in an economic activity.
- The holder must own at least 5% of the capital individually or 20% together with close relatives.
- The holder must actually perform management functions and receive more than 50% of their income from work and business activity for them.
An investor who does not run the company generally does not meet the third condition. Whether a development SL counts as managing property or as carrying on an activity is determined under the IRPF rules and the accounting data, and it is a question for the asesor fiscal.
What changes if the investor is not a Spanish resident?
A non-resident pays IP on a real-obligation basis: on assets located in Spain. Shares in an unlisted company are treated as located in Spain if at least 50% of its assets, at market value on the tax date, are Spanish real estate (art. 5.Uno.b). For an SL with a property in Barcelona, this condition is tested on the tax date.
A non-resident may apply the rules of the region where the largest part of their Spanish assets is located (disposición adicional cuarta). For ITSGF, a non-resident who does not live in another EU state must appoint a representative in Spain before the filing deadline ends; for EEA countries there is a carve-out where tax information is exchanged (art. 3 Ley 38/2022, apartado seis). The cap on combined IP liability (art. 31 Ley 19/1991) now also applies to non-residents: the Tribunal Supremo found their exclusion discriminatory (STS 1372/2025 and 1402/2025), and the TEAC (central tax tribunal) extended that conclusion to ITSGF. Forms 714 and 718 for 2025 were changed in line with those rulings (Orden HAC/652/2026). Double taxation treaties also affect the outcome, and that question is settled case by case.
When will this analysis not help?
It will not help if you hold the shares through a company: only individuals pay these two taxes. It will not help residents of the Basque Country and Navarre, which have their own regimes. And it will not help someone who expects a ready tax figure: that needs a valuation of all assets, residency status and the SL's documents.
The form in which a project is held is set by the contract for the specific project, and it determines whether you hold shares in the SL at all. A list of questions for the consultation is in the article tax questions for the asesor, and the general map of taxes is on the page on taxes for foreign investors.
Questions and answers
Does an investor who does not live in Spain pay wealth tax?
Yes, if they have assets in Spain. The Spanish part is taxed, including shares in an SL in which at least 50% of the assets are local real estate. The applicable regional regime and the double taxation treaty are checked by the asesor fiscal.
Do I have to declare a stake in an SL if its value is below 3 M€?
The ITSGF threshold is measured on all net wealth, not on a single stake. For residents of Catalonia, the duty to file an IP return arises if, after deducting 500 000 €, an amount is payable or if wealth exceeds 2 M€ (ATC).
Does auditing the SL's balance sheet help reduce the tax?
It changes the valuation method: with a favourable opinion the theoretical value per the balance sheet is used; without an audit, the highest of three values. Which valuation comes out lower in a given year is shown only by the calculation.
Does the wealth tax cap apply to a non-resident?
Yes. After the Tribunal Supremo rulings of 2025, the cap on combined liability also applies to non-residents; the ATC says so on its IP page, and form 718 for 2025 has been changed in the same way. How the cap works with your income structure is calculated by the asesor fiscal.
