What happens if a company receives an inheritance or a legacy? Although a company can be named as a beneficiary under a will, the tax treatment is different from that applicable to an individual.
The Spanish Directorate-General for Taxes (DGT) analysed this situation in a binding ruling issued in April 2026. The case concerned a Spanish company whose majority shareholder intended to leave several properties and equity interests to the company under her will.
The company asked how those assets would be taxed once received. Based on this case, the DGT clarifies how the legacy should be accounted for, how it is included for Corporate Income Tax purposes and, importantly, when it must be declared.
What taxes does a company pay when it receives a legacy?
When a company receives a legacy, the assets are not subject to Spanish Inheritance and Gift Tax. Instead, they must be considered for Corporate Income Tax purposes.
This is because Inheritance and Gift Tax applies specifically to increases in wealth received free of charge by individuals. Therefore, it does not cover the situation addressed by the DGT in this ruling.
In this case, the company may receive both properties and equity interests, if it has been correctly named as a beneficiary in the will. In fact, the DGT confirms that a legal entity may be appointed as an heir or legatee if the relevant legal requirements are met.
How is the legacy taxed under Corporate Income Tax?
This is one of the key aspects of the transaction.
Assets received free of charge must be valued for tax purposes at their market value at the date of acquisition.
That value must then be included in the Corporate Income Tax taxable base for the corresponding financial year.
However, the accounting treatment is different. In the case analysed by the DGT, as the legacy comes from a shareholder, the assets are recorded directly in the company’s equity under account 118, “Other shareholder contributions”, rather than as income in the profit and loss account.
This creates a difference between the accounting and tax treatment. Although no income is recognised in the accounts, the market value of the assets must still be included in the taxable base for Corporate Income Tax purposes.
To reflect this, the company must make the corresponding positive tax adjustment in its Corporate Income Tax return.
When must the company declare the assets received?
This is precisely one of the issues clarified by the DGT in the ruling.
Although the Spanish Civil Code recognises the legatee’s right to the legacy from the date of the testator’s death, the acquisition must become effective through the transfer and delivery of the assets by the heirs or, where applicable, by the executor.
Therefore, the company must include the market value of the assets in its Corporate Income Tax taxable base when the assets are effectively delivered.
This is particularly relevant when determining the financial year in which the transaction must be declared, especially if a significant period passes between the testator’s death and delivery of the legacy.
What if the legacy includes property?
In the case analysed by the DGT, there is an additional tax obligation.
Although the company is not subject to Inheritance and Gift Tax, if the acceptance of the property legacy is formalised in a public deed and the relevant legal requirements are met, the transaction may be subject to Stamp Duty, known in Spain as Actos Jurídicos Documentados (AJD).
Therefore, when a legacy includes real estate in Spain, Corporate Income Tax should not be the only consideration. The tax implications of formalising and registering the transfer must also be reviewed.
What should be reviewed before accepting a legacy?
Receiving property, equity interests or other assets free of charge can significantly increase a company’s assets. However, it can also generate a substantial tax liability in the same financial year.
For this reason, before formalising the transaction, it is important to assess factors such as the market value of the assets and the effect that this value will have on the Corporate Income Tax taxable base.
Planning before the legacy is received is particularly important when the assets have a high value. Otherwise, the company may face a significant tax liability even though it has not received any cash.
LEIALTA’s accounting and tax teams support companies in the comprehensive analysis of transactions with an impact on their assets, helping them anticipate the accounting and tax consequences and make decisions from a broader business perspective.
