Impatriate tax regime in Spain and requirements for directors of holding companies

Key considerations for applying the special tax regime

The Directorate-General for Taxation (DGT), in its binding ruling V5360-26 of 28 July 2026, examines the application of the special tax regime provided for in Article 93 of Law 35/2006 on Personal Income Tax (LIRPF) to an individual who transfers their tax residence to Spain as a result of their appointment as director of a Spanish holding company. The ruling addresses two key issues in applying the regime: the necessary causal link between the relocation and the appointment, and whether the company concerned qualifies as a passive asset-holding entity.

Requirements for accessing the impatriate tax regime in Spain

The impatriate tax regime allows individuals to opt for taxation under the special rules of the Non-Resident Income Tax, while retaining their status as personal income taxpayers, for the tax year in which they become Spanish tax residents and the following five tax years.

Following the amendment introduced by Law 28/2022, one of the general requirements is that the individual must not have been a tax resident in Spain during the five tax years preceding their relocation. Furthermore, the relocation must take place in the first tax year in which the regime applies or in the immediately preceding year, as a result of one of the circumstances expressly provided for in Article 93.1(b) of the LIRPF. These include being appointed as a director of a company.

Link between relocation to Spain and appointment as director

The first relevant issue is the requirement for an effective causal link between the relocation to Spain and the appointment as director. Merely holding the position is not sufficient: it must be demonstrated that the change in tax residence is a direct consequence of the appointment.

The DGT considers this connection to be a factual matter that may be demonstrated by any means of evidence admissible under law, with its assessment falling within the competence of the relevant tax management and inspection authorities.

Consequently, failure to provide sufficient evidence of this causal link may prevent access to the regime, even if all other requirements are met.

Holding companies and passive asset-holding entities under the impatriate tax regime

The second issue concerns the nature of the company in which the individual serves as director. Article 93.1(b)(2) of the LIRPF establishes a specific restriction where the company qualifies as a passive asset-holding entity under Article 5.2 of Law 27/2014 on Corporate Income Tax (LIS). In such cases, the director must not hold an ownership interest that would make them a related party under Article 18 of the LIS.

Therefore, the tax classification of the holding company and the director's ownership interest are essential factors in the assessment.

When is a holding company considered a passive asset-holding entity?

For these purposes, being a holding company does not automatically mean that the company qualifies as a passive asset-holding entity. Article 5.2 of the LIS establishes that a company falls within this category when more than half of its assets consist of securities or assets not used for an economic activity, in accordance with the statutory calculation rules.

The applicable exclusions include certain shareholdings of at least 5%, held for a minimum of one year for the purpose of directing and managing the investment, provided that the company has the necessary material and human resources and meets the remaining legal requirements, including those relating to the nature of the investee company.

Applying these rules requires an assessment of the company's asset composition and actual circumstances. Simply being classified as a holding company does not automatically mean that it is not a passive asset-holding entity.

Application of the special tax regime and recommendations for directors

Consequently, appointment as director of a Spanish holding company may provide a valid basis for accessing the special tax regime under Article 93 of the LIRPF, provided that the relocation to Spain is directly linked to the appointment, the company is not classified as a passive asset-holding entity or, if it is, the statutory ownership restrictions are respected, and all other legal requirements are met.

From a practical perspective, it is advisable to document both the professional and corporate circumstances motivating the relocation, as well as the shareholding structure, asset composition and resources allocated to the management of shareholdings.

A prior review of these elements makes it possible to assess more reliably whether the requirements for accessing the impatriate tax regime are met and to reduce the risk of disputes during a potential tax audit.