Buying or selling an industrial unit: 2026 tax and process guide

# Buying or selling an industrial unit: 2026 tax and process guide

The purchase and sale of industrial units in Spain moves more than €1,270 million a year (CBRE, Figures Q4 2025), and Catalonia accounts for 44% of that investment, with €528 million raised up to the third quarter of 2025 alone (Savills / interempresas.net, 2025). These figures point to an active market, but also to a market where one mistake in the tax structure can turn a good deal into an unexpected six-figure bill.

How the sale of an industrial unit is taxed does not depend on the agreed price alone: it depends on whether the unit is new or second-hand, on whether the buyer can recover the VAT, on how long the land has sat on the seller's balance sheet and on the tax position of the company making the transfer. This guide walks through the tax and process points every company should understand before sitting down to negotiate.

When do you pay VAT and when do you pay ITP on an industrial unit?

The most common question in an industrial unit transaction is also the one that decides the largest item of transaction costs. The answer turns on a single criterion: whether the unit is a first or a second transfer.

First supply (a new unit sold by the developer or the builder): the transaction is subject to and not exempt from VAT at the standard rate of 21%, under article 20.Uno.22 of Ley 37/1992, the Spanish VAT act (LIVA, BOE-A-1992-28740). A corporate buyer that uses the unit for its business activity recovers the input VAT in full through its periodic returns. Stamp duty on the public deed (Actos Jurídicos Documentados, AJD) is payable on top.

Second and subsequent supplies (a second-hand unit): the transfer is exempt from VAT under article 20.Uno.22.A LIVA and is taxed instead under transfer tax (Impuesto de Transmisiones Patrimoniales Onerosas, ITP-TPO), which is devolved to the autonomous communities. In Catalonia, since 27 June 2025, Decret-Llei 5/2025 (BOE-A-2025-10270) has applied a progressive scale:

The taxable base is the highest of the cadastral reference value, the declared value or the agreed price (Ley 11/2021; ATC Gencat). For a unit worth €1,000,000, ITP-TPO in Catalonia comes to €105,000 (60,000 + 33,000 + 12,000) — a cost the corporate buyer cannot recover.

50% relief in Catalonia: Decret-Llei 5/2025 provides for a reduction of half the tax due on units that serve as the registered office or a work centre of a company with its tax domicile in Catalonia, provided the company increases its headcount in the year of acquisition and maintains it for at least three years (ATC Generalitat de Catalunya). In the example above, that relief takes €52,500 off the cost.

Waiving the VAT exemption: how to turn ITP into AJD

There is one mechanism that lets a corporate buyer avoid non-deductible ITP: the waiver of the VAT exemption set out in article 20.Dos LIVA. Where two conditions are met, the seller may waive the VAT exemption that covers second transfers:

• The buyer is a business or a professional with a full or partial right to deduct input VAT (a partial right has been enough since the 2015 reform).
• The waiver is notified to the seller in a verifiable manner, normally in the deed of sale itself.

With the waiver, the transaction becomes subject to VAT at 21%, but the reverse charge in article 84.Uno.2.e) LIVA comes into play: the seller charges no VAT on the invoice; the buyer self-assesses it and, where it has a full right of deduction, recovers it in the same period (assessorsblazqueziplanas.com). VAT is effectively neutral for the corporate buyer.

Instead of ITP-TPO, stamp duty (AJD) becomes payable. In Catalonia, AJD on transfers with a waiver of the VAT exemption has been 3.5% since 27 June 2025 (it was 2.5% before) (grantthornton.es). For the same €1,000,000 unit: AJD comes to €35,000 against €105,000 of ITP. The difference is €70,000, before counting the 50% relief. Applying the 50% AJD relief that Decret-Llei 5/2025 grants to units in business use, the cost falls to €17,500.

Waiving the VAT exemption is the most important tax decision in the purchase of a second-hand industrial unit, and whether it suits the deal has to be assessed before the earnest-money contract is drafted.

Are you structuring the purchase or sale of an industrial unit? At Tecnocim Innova we analyse the tax treatment of the transaction as part of our industrial unit purchase and sale service, so that VAT, ITP and AJD work in your favour. Request a review before you sign the earnest-money contract.

Plusvalía municipal: what the seller pays and how to calculate it

The tax on the increase in the value of urban land (Impuesto sobre el Incremento de Valor de los Terrenos de Naturaleza Urbana, IIVTNU), known as plusvalía municipal, taxes the increase in the value of the land between acquisition and transfer. It is a local tax, charged by the town council where the property sits. The seller pays it, unless the deed provides otherwise. The framework in force is Real Decreto-ley 26/2021, of 8 November.

The taxpayer may choose whichever method works out better:

• Objective method: the cadastral value of the land multiplied by a coefficient approved by the town council according to the years of ownership (20 years maximum). The 2025 coefficients are the same ones approved for 2024 (edufinet.com).
• Actual method: the difference between the sale price and the acquisition price of the land, applying the proportion that the cadastral value of the land represents within the total cadastral value.

One relevant advantage: if the transfer produces a fall in the value of the land — that is, if the land sells for less than it cost — there is no taxable event and the tax does not arise (arquitasa.com; RDL 26/2021). In markets where prices have adjusted, this rule can remove the tax altogether.

For 2026 the Spanish government proposed updating the maximum coefficients, with changes of up to 40% in some ownership brackets (idealista/news, 2025), but parliamentary ratification was still pending at the close of 2025. If the update is not approved, the 2024 coefficients continue to apply.

How the gain is taxed under Impuesto sobre Sociedades when you sell a unit

Where the seller is a company, the gain on the sale of the industrial unit — the difference between the sale price and the net book value of the asset — forms part of the taxable base of the Impuesto sobre Sociedades (Spanish corporate income tax) and is taxed at the standard rate of 25% (article 29 LIS; Ley 27/2014).

Net book value is the acquisition price less the depreciation already deducted for tax purposes. The official rates for industrial units (the table in article 12.1.a) LIS and article 4 of the Spanish corporate income tax regulations, in force since 1 January 2015) are:

Land is never depreciated. Only the building element is, and it normally accounts for between 50% and 70% of the price of an industrial unit.

This mechanism produces what is known as depreciation recapture: the more depreciation deducted over the years, the lower the book value at the moment of sale and therefore the larger the gain taxed at 25%. A unit bought 20 years ago and depreciated at 3% a year will have cut the book value of the building by 60%; if the market has held or increased the value of the unit, the taxable gain can be far larger than the economic profit the seller feels it has made.

A critical warning: reinvestment relief was repealed in 2015

One mistake that turns up regularly in articles and in advice is to mention the "deduction for the reinvestment of extraordinary profits" as though it were still available. That deduction (article 42 of the repealed TRLIS; previously article 36 ter of Ley 43/1995) was removed with effect for tax periods beginning on or after 1 January 2015 by Ley 27/2014, the Spanish corporate income tax act (BOE-A-2014-12328). Since that date there has been no exemption and no specific deduction for reinvesting the proceeds of the sale of an industrial unit.

What does remain in force is the capitalisation reserve in article 25 LIS: it reduces the taxable base by 20% of the increase in shareholders' equity for the year (the rate in force since 2025; it was 10% until 2023 and 15% in 2024), whatever asset the money goes into and provided a non-distributable reserve is held for 3 years (AEAT). It is a benefit tied to self-financing in general, not to reinvestment in a specific property.

For more detail on planning the corporate income tax side of a sale, see our guide to tax planning in a company sale and holding structures.

Is your company selling an industrial unit this year? The corporate income tax impact can be reduced with planning ahead of the deal. At Tecnocim Innova, through our M&A and business transfers service, we work out the most efficient structure for your transaction. Talk to our team.

Sale and leaseback: releasing cash without leaving the unit

Sale and leaseback lets a company that owns its industrial unit release cash immediately by selling the asset — usually to a property fund or a SOCIMI, the Spanish listed property vehicle — and signing a long-term lease at the same time (typically 10–20 years, with rents indexed to the Spanish consumer price index) so it can carry on operating from the same building.

The tax implications of the transaction are as follows:

• The sale produces a gain taxed at 25% in the seller's corporate income tax return. Spanish tax law offers no specific deferral.
• The rent paid under the lease that follows is a deductible expense for corporate income tax, which reduces the taxable base for the year.
• Under IFRS 16 and the Spanish general accounting plan (PGC), a long-term lease may be recognised as a right-of-use asset and a financial liability, which limits the balance sheet improvement the seller can expect.

In Catalonia, demand for sale and leaseback is driven by international funds attracted by stable yields in the Vallès, Baix Llobregat and Tarragona-Reus corridors. The prime logistics yield in Catalonia sits at around 4.75%, against a national average of 5% (Savills / caliseaconsulting.com). That gap reflects how attractive the Catalan market is to institutional investors and makes these deals easier to execute with quality buyers.

The industrial market in Catalonia in 2025–2026: why timing matters

Market conditions shape the price at which an industrial unit transaction can close. The figures for the end of 2025 show a market with tight supply and steady demand:

• Total stock in Catalonia: 11.5 million m². Availability at year end: 2.92% (CBRE Spain, 2025).
• Take-up in 2025: 615,000 m² (−13% year on year, on a shortage of prime product).
• Prime rent in Barcelona: €9.25/m²/month (CBRE). Secondary Vallès / AP-7 ring: €5.9–6.2/m²/month.
• 2026 pipeline: 305,000 m² of new space, more than 80% of it already pre-let.

Availability of 2.92% means that barely one unit in thirty-five is on the market in Catalonia at any given moment. For the seller, that means strong negotiating power and short marketing periods. For the buyer, it means that a unit meeting its criteria on location, clear height and access to major roads is hard to find and worth analysing carefully before turning it down.

Valuing an industrial unit combines the income capitalisation method (the value of the unit equals the annual rent divided by the required yield) with an analysis of market comparables. With a prime yield of 4.75% in Catalonia, a unit with an annual rent of €500,000 would have an indicative value of around €10.5 million, subject to the terms of the lease, the location and the condition of the asset. For a rigorous valuation of industrial assets, see our guide to business and asset valuation methods.

Finding a buyer or an industrial unit in Catalonia: marketing the asset

Marketing an industrial unit calls for legal rigour and knowledge of the local market in equal measure. The most frequent mistakes are setting the price without first analysing yields and comparables, launching the asset before the technical and planning documentation is ready (activity licences, energy performance certificate, floor loading plans), or negotiating without having settled the tax structure in advance.

To find a unit or a buyer in Catalonia, Tecnocim Innova works with camiacasa, an estate agency specialising in industrial units and business transfers in Catalonia, a partner with first-hand knowledge of the Catalan industrial market and of the process of transferring businesses tied to property assets. Its specialisation in sales and business transfers complements the tax and M&A advice we provide from Tecnocim.

A well-run industrial unit transaction has four distinct phases:

1. Valuation and prior tax structuring: analysis of market value, of the tax regime that applies (VAT or ITP, waiver of the exemption, AJD) and of the corporate income tax impact on the seller.
2. Preparing the documentation: title deed, up-to-date land registry extract, energy performance certificate, activity licences, IBI receipt and cadastral value, plans and descriptive report.
3. Marketing and due diligence: circulating the opportunity among investors and corporate buyers, legal and technical review by the buyer, negotiation of price and terms.
4. Notarial closing and tax filing: signature of the public deed, self-assessment of AJD or ITP with the Agència Tributària de Catalunya (or the tax office of the relevant autonomous community), notification to the cadastre and registration at the land registry.

Are you selling or looking for an industrial unit in Catalonia? Tecnocim Innova structures the tax side of the deal from the outset. We work hand in hand with specialist estate agents so the process moves quickly and the tax bill is as low as it can be. Request a review meeting, with no obligation.

This article is for general information and does not constitute individual tax advice. The taxation of an industrial unit transaction depends on the specific circumstances of each deal and on the rules in force at the time of the transfer. Consult a tax adviser before taking decisions.