It depends on who is selling and how the transaction is structured. The general overview:
- The seller is a business owner or practising professional (which is usually the case if the licence is currently in use): the transfer is subject to 21 per cent VAT, which, as an active buyer, you will normally be able to deduct. There may be cases where VAT is not payable if an entire, operational business is being transferred.
- Transfer between private individuals: instead of VAT, ITP (capital gains tax) applies (under the ‘transfers for consideration’ category), at the rate set by your autonomous community.
- Purchase of the holding company: the sale and purchase of shares is subject to its own tax regime (subject to the anti-fraud provision in Article 314 of the Securities Market Act). Taxation may be more favourable in this case, but due diligence must be more thorough.
Added to this are the administrative fees for the change of ownership, which are of a lesser amount.
The correct classification of your case can make a difference of thousands of euros, and errors may only come to light years later in the form of a parallel tax assessment. That is why, in a custodial closing, the tax structure is reviewed during the due diligence phase, before signing — and even so, we’ll be clear: check this with your tax adviser for your specific situation.
LAST REVIEWED · Jul 19, 2026 — VTC360 guide: general criteria, not advice for your specific case.