Investment approach
Buying through an SL or in your own name: how tax and risk differ
Whether you buy through an SL or in your own name determines the tax you pay on sale, the limits of your liability and how much mandatory reporting you take on.
Buying through a company and buying in your own name differ at two main points: the tax on sale and liability. ITP on the way in is usually the same. On sale, an individual pays IRPF or IRNR, while a company pays Impuesto de Sociedades (corporate income tax): the general rate is 25%, and since 2025 small companies have paid less. An SL limits liability to the capital contributed, but it requires full accounts and annual filings even in years when nothing is sold.
Different taxes at different stages
On the way in there is usually no difference: an individual and a company (usually a Sociedad Limitada) both pay ITP on the standard scale. Catalonia has had an exception since 27 June 2025: a buyer who qualifies as a gran tenedor (large property holder), whether an individual or a company, pays 20%, and so does a single buyer acquiring a whole residential building. See our article on the 20% rate.
The difference comes on sale. A resident individual pays IRPF on the capital gain at progressive rates; a non-resident pays IRNR. A company pays Impuesto de Sociedades on its profit for the year: the general rate is 25%, and since 2025 small companies have had reduced rates (see the questions below). A company gets none of the personal allowances available to an individual.
Liability and ring-fencing risk
An SL limits its members' liability to what they contributed to the company's capital. When the property is bought in an individual's name, creditors with claims arising from the deal can, in principle, go after the investor's personal assets. That is one reason investment structures more often use a company for projects involving renovation and resale: the risk of disputes with contractors is higher there than with passive ownership.
Administrative burden
A company keeps full accounts and every year files a corporate tax return and annual accounts, even if the property has not been sold yet and there was no profit that year. An individual needs no bookkeeping: their obligations are tied to the property itself, meaning the purchase, ownership and the sale. Ownership means more than IBI, the local property tax, though. If the property is neither let nor the owner's main home, imputed income has to be declared every year: a resident includes it in IRPF, a non-resident files Modelo 210 (more on this). If it is let, the rental income is declared instead. Even so, for a one-off project a company's administrative load is noticeably heavier.
How DNPI Capital is set up
In DNPI projects the property is, as a rule, registered directly in the investor's name or in a structure they designate, so the investor holds title from day one. If you need a company of your own for the deal, we help set it up. How project profit is split between the investor and DNPI Capital under the 50/50 model is explained on the DNPI approach page. Whether to buy in your own name or through an SL is best decided with a tax adviser before you sign the agreement. The exact structure of each deal is set out in the project documentation.
Questions and answers
Is Impuesto de Sociedades always 25%?
No. 25% is the general rate. Since 2025 Ley 7/2024 has been cutting it in stages for small companies: for tax periods starting in 2026, a company with turnover below €1 million in the previous year pays 19% on the first €50,000 of taxable profit and 21% on the rest. A newly formed company pays 15% in its first year with taxable profit and in the following year. None of these reduced rates applies to an entidad patrimonial, a company that essentially just holds assets without carrying on a business activity. More in our article on Impuesto de Sociedades.
Can a foreigner without a residence permit own a Spanish SL?
Yes. Nationality and residence are no obstacle to holding shares in a Spanish company. To manage it and file its tax returns you will need an NIE (the identification number Spain issues to foreigners) and, as a rule, an appointed administrator or representative.