Asset deal vs. share deal in small market M&A transactions: key considerations for structuring wisely
In the field of small market M&A transactions, the choice between structuring a transaction as a transfer of assets or as a sale of shares
In a Resolution dated May 12th, 2023, the TEAR upheld the claim filed against the provisional ISD liquidation of the Community of Madrid, determined by the DGT of the Community of Madrid, which denied the application of the 99% tax credit, based on the fact that the donation documented before a French Notary Public and duly apostilled, would not be considered as a public document, a requirement established by article 3.five.2 of Law 4/2006, of December 22nd, 2006, on Tax and Administrative Measures.
On the contrary, the TEAR appreciates that those formalized before a foreign Notary cannot be excluded from the consideration of public documents, as long as they comply with the notarial legislation of the corresponding State, together with the fact that the apostille of the document has recognized the condition of “public document”, thus confirming its documentary cate gory.
The TEAR also ratifies that the only requirement demanded by Article 25.2 of Legislative Decree 1/2010, of October 21st, consists of the mere formalization of the donation by means of a public document, so that the granting of a notarial deed of donation itself cannot be considered essential.
In the field of small market M&A transactions, the choice between structuring a transaction as a transfer of assets or as a sale of shares
Executive Summary The High Court of Justice of Madrid, in its ruling 681/2025 of 17 September (rec. no. 1991/2021), confirms that a tax residence certificate
Executive Summary In its ruling on the unification of criteria on 17 July 2025 (Ruling 03697/2025), the Central Economic-Administrative Court (TEAC) established that taxpayers covered