Restructuring into a holding: prior subsidiary remuneration does not count towards the 50% family-business test

The Directorate-General for Taxes (DGT), in binding ruling V-0145-26 of 27/01/2026, confirms that contributing the shares of the operating subsidiaries to a holding company, a common intragroup restructuring, does not break the family-business exemption of article 4.Eight.Two of the Wealth Tax Act (LIP). Remuneration received from the subsidiaries before the operation, for management functions performed in them, is excluded from the 50% test at the level of the holding for the tax period of the restructuring, provided that management functions pass from the subsidiaries to the holding without interruption. The ruling is expressly confined to Wealth Tax. The DGT bases the criterion on the objective of tax neutrality of restructuring operations, reiterating the one already held in V-0525-08, V-0539-17 and V-2317-17.

For the wealth adviser, the practical consequence translates into two steps. It is advisable to document the change contemporaneously: minutes recording the cessation of management functions in the subsidiaries, minutes of appointment as director of the holding, a services agreement with the new entity, and payslips broken down by paying entity. It is also advisable to verify that the holding meets the substantive requirements of the exemption in its own right (in particular, that it does not qualify as an asset-holding entity under article 4.Eight.Two.a) LIP), which requires a technical analysis of its asset composition and economic activity. Without those two steps, the exemption may be challenged in a subsequent verification.

Full analysis in → Family-business exemption: the remuneration received from companies transferred in the framework of a restructuring is excluded from the 50% calculation at the level of the holding company