Spain's exit tax: planning a move with an LLC, crypto and IBKR

Understand which holdings count, how unlisted interests are valued and what the EU election allows. Plan a move from Spain while keeping your investments organised.

Moving country does not mean you have to wind up your company or sell your investments. If you are tax-resident in Spain and planning your next move, the useful questions are which assets fall within the exit-tax rules, how they are valued and which options are available. Answering them lets you plan your residence, LLC and portfolio together.

Spain's Article 95 bis concerns certain unrealised gains on shares and ownership interests. It is not a flat charge on your entire wealth or a special tax on owning an LLC. This guide addresses Spain's common-territory personal income tax, IRPF. The separate Basque and Navarre regimes, and taxation in your destination country, need their own assessment.

Who falls within Spain's exit-tax rules?

Start with Article 95 bis of the Spanish Income Tax Law. It combines a change in taxpayer status, a residence-history test and ownership-value thresholds. Opening a foreign brokerage account does not, by itself, trigger the rule.

First, there must be a relevant loss of Spanish taxpayer status through a change of tax residence. An immigration permit, deregistration from a local register or moving cash abroad is not the same thing. Our international tax-residence guide explains how presence, business activity and personal connections fit together.

Second, you must have been a taxpayer for at least ten of the fifteen tax periods preceding the last period for which you must file IRPF. The clock does not start when you form your LLC. Article 95 bis.8 contains a specific counting rule for people who used Spain's special inbound-worker regime, starting with the first period outside that regime.

Third, one of the following thresholds must be exceeded. The wording is more than, not equal to.

The 25% figure measures ownership. It is not the tax rate. The EUR 1 million condition concerns the value of your holding in that entity, rather than automatically the value of the whole business.

Why the exact boundary matters

A portfolio worth exactly EUR 4,000,000 does not cross the aggregate threshold, although the significant-holding test still needs checking. Owning exactly 25% of a company does not cross the second ownership threshold, even if that holding is worth EUR 1,400,000. A 100% holding worth exactly EUR 1,000,000 does not cross its value threshold.

A 100% holding worth EUR 1,200,000 does cross both elements of the second test. These examples assume aggregate value does not exceed EUR 4 million and that the personal conditions are satisfied. They establish scope; they are not tax-bill calculations.

IBKR, shares and crypto: classify the investment, not the account

Interactive Brokers is the intermediary. The instruments held there may include shares, fund units, bonds, cash and derivatives. The account's headline balance is therefore not necessarily the total relevant to Article 95 bis.

Shares and interests in collective investment institutions have express rules. Cash and an ordinary bond do not become company shares because they sit beside equities in the same account. Convertibles, tokens and hybrid instruments call for a review of the rights they represent, rather than a decision based on their product name.

A useful portfolio record identifies the instrument, units, owner, acquisition cost, corporate actions and euro valuation. The closing statement shows what you hold. The transaction history explains how you obtained it and establishes the cost. Both may be needed, especially where a position was transferred from another broker.

Direct Bitcoin is different from an interest in a crypto-holding company

Bitcoin or Ether held directly, without representing shares or interests in an entity, is not brought into this provision merely because it is a cryptoasset. A crypto fund, a tokenised share and a personal wallet are different legal arrangements.

Where an entity owns the assets and its owner's interest is being assessed, the underlying crypto may affect that interest's value. The same corporate portfolio should not also be counted as directly owned personal assets. Our guide to crypto and trading through an LLC explains ownership and the records needed to distinguish the two.

An LLC needs a Spanish assessment of its rights and tax treatment

A US LLC provides a structure for ownership, contracts, management and assets. Those functions can remain useful when its owner relocates. For exit-tax purposes, however, the review must identify the interest the member holds and how it is treated in Spain.

Disregarded entity is a US federal tax classification. Foreign-owned describes ownership. Neither expression alone settles the Spanish application of Article 95 bis. Members, the Operating Agreement, tax elections and the treatment adopted in previous returns all matter.

Spain's February 2020 DGT resolution on foreign entities is relevant to income attribution. It is not an exit-tax ruling covering every LLC. The conclusion should follow the actual structure and its treatment, rather than importing a US label as a complete answer.

If the membership interest falls within scope, the applicable valuation rules must be examined without double-counting underlying assets. A corporate investment account, a member loan and a capital contribution should remain identifiable as different items. For the brokerage arrangements, see holding an Interactive Brokers account through an LLC.

The valuation date is not automatically your departure date

Article 95 bis uses the tax-accrual date of the last period for which IRPF must be filed, ordinarily 31 December of that year. It does not simply use the date of your flight, or the account value when the paperwork is eventually prepared.

For example, if 2026 is your final year as a taxpayer and 2027 your first year outside that status, the relevant starting point is the 2026 accrual date. This is an illustrative timeline, subject to establishing residence and any applicable special rule.

The gain compares the appropriate valuation with the relevant tax acquisition value. It is not the full value of the company. Article 95 bis concerns positive differences; a fall in value does not create a deemed deductible loss under this provision.

Valuing an unlisted interest

Unless a different market value is substantiated, the rule uses the higher of the attributable net assets from the last financial year closed before accrual and a capitalisation at 20% of average results for the three preceding closed financial years. The law specifies which results enter that average.

Capitalising at 20% means dividing the average by 0.20, or multiplying it by five. It does not mean paying 20% tax or adding 20% to the balance sheet. Listed securities follow the statutory quoted-value rule; collective investment institutions have a net-asset-value rule.

This example assumes admissible figures and three available financial years. A recently formed business or evidence establishing a different market value requires its own assessment. Professional valuation supports the appropriate number; it is not a free choice of whichever method produces less tax.

The gain enters the savings-income calculation

For Spain's common-territory regime, the combined savings scale effective from 2025 uses marginal rates of 19%, 21%, 23%, 27% and 30%, with the top band above EUR 300,000 of taxable base. Articles 66 and 76 set out the state and regional components.

The top marginal rate is not applied to the entire value of the holding. The actual liability depends on the relevant year and the complete assessment. An earlier departure should not be recalculated using today's scale without checking the rules for that period.

Moving within the EU or EEA: an election with a defined period

Article 95 bis.6 offers a specific treatment for a move to another EU state, or an EEA state meeting the effective exchange-of-information condition. The election must be communicated. Simply moving to Portugal does not make it automatic, and it is not indefinite deferral.

The following ten tax years after the last IRPF period are monitored for three events: an inter vivos transfer of the holdings, losing EU/EEA residence, or failure to comply with the required communication obligation. An inter vivos transfer is broader than a sale for cash.

If that period ends without any of those events, the exit gain does not become reportable under this regime. Regaining taxpayer status before a triggering event also has a specific treatment under paragraph 6. Planning means knowing which records and changes need attention from the outset.

Where an in-period transfer occurs below the departure valuation, the law contains an adjustment mechanism, including rules for subsequent distributions. The sale price cannot be considered in isolation from the intervening history.

What Modelo 113 does

The AEAT's Modelo 113 communicates the EU/EEA election. It is not an invoice or a replacement for every income-tax filing. Among other information, it identifies the holdings, market value, destination and address.

Under Article 123 of the IRPF Regulation, the initial communication window runs from relocation to the end of the filing period for the first year in which you are no longer a taxpayer following the move. Later changes and triggering events have their own procedural requirements. Build the calendar around the correct tax years.

Temporary relocation and returning to Spain are separate routes

Paragraph 4 allows deferral on application for qualifying temporary moves. It covers employment-related moves to a destination not treated as a non-cooperative jurisdiction, and other temporary moves where the destination has a treaty with Spain containing an information-exchange clause. It is not a general option for any permanent move outside Europe.

Interest and security rules apply. Security need not always be a bank guarantee: the law permits the holdings themselves where legally and economically sufficient. Article 122 of the Regulation addresses the application, employment evidence, maturity and transfers while deferral is outstanding.

Returning to taxpayer status within the following five tax years while retaining the interests can extinguish the deferred liability and accrued interest under the statutory conditions. For qualifying employment circumstances, up to five additional years may be requested. An extension is not automatic.

Paragraph 5 deals separately with returning after tax has already been paid while ownership has been retained. It allows a request to amend the assessment and obtain a refund on its terms. That procedure should not be confused with the five-year window for temporary-move deferral.

Filing, documents and keeping the business running

The gain is allocated to the last IRPF year as a taxpayer, while the general correction deadline relates to the first year outside that status. Article 121 of the Regulation establishes that timing. Special elections alter the route where applicable.

Modelos 720 and 721 are assessed separately using their own residence, ownership, asset and filing conditions. They do not calculate the exit gain. Likewise, DAC8 crypto-information reporting does not itself turn directly held Bitcoin into a company share.

Before relocating, gather previous returns, residence dates, an owner-by-owner asset inventory, acquisition records, statements, financial accounts and ownership documents. Keep the evidence behind valuations, elections and submitted communications. That makes it possible to maintain the structure without reconstructing years of history later.

For the destination, review the owner's residence, operating address, banking and tax details, authorised persons and continuity of services. The LLC can remain the company through which you contract, invest and receive payments. Tax treaties and local rules help coordinate both stages; relief between different taxes should never simply be assumed.

Plan your relocation with Exentax

We work with you to bring together the proposed residence, ownership interests and operations you want to retain. We first establish which rules apply, then review valuations and options, and coordinate the agreed documentation and actions.

The outcome should support decisions: what can stay in place, which changes have a business purpose, which dates matter and which professionals need to be involved in each country. A sale, contribution, distribution or ownership transfer deserves a review of its complete effects before implementation.

To begin, we need your intended destination, approximate timeline, residence history and an inventory showing who owns each company and investment. That gives us a basis for a focused review of your LLC and assets, without turning the move into an unnecessary restructuring.

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Frequently asked questions about Spain's Exit Tax

Does owning an LLC mean I must pay exit tax when leaving Spain?

Not by itself. Prior taxpayer status, the change of residence, the nature of the interest, the thresholds and positive gains all require assessment. US classification does not replace the Spanish analysis.

Is 25% the rate of tax?

No. It is the ownership threshold in one route into the rules, and it must be exceeded. The tax calculation uses the applicable year's savings-income rules, not a flat percentage of all your wealth.

Can I keep my investments when moving to Portugal?

The EU/EEA election may allow you to retain the holdings without immediately self-assessing the departure gain. It requires communication and compliance with the conditions over the relevant period. Moving does not require liquidation of the portfolio.

Does Bitcoin in my own wallet fall within Article 95 bis?

Direct Bitcoin that does not represent an interest in an entity falls outside that scope. A fund, a tokenised share or an interest in a crypto-holding company requires a different classification.

Must the LLC close when I change residence?

Not necessarily. The company and its operations can continue, with information updated and destination-country tax treatment reviewed. Coordinate the personal move with business continuity and each provider's requirements.