Tax & Private Clients

Holding company or direct ownership: how “large holder” status is determined after Royal Decree-Law 29/2026

Marta Batalla Eguidazu ·

Information updated as at 15 October 2026

The status of large holder of residential property (gran tenedor), introduced by Law 12/2023, of 24 May, on the right to housing (the “Housing Law”), has gained importance with Royal Decree-Law 29/2026, of 6 October (“RDL 29/2026”). RDL 29/2026 does not change the thresholds, but it does change how properties are counted and how the status is evidenced, and it attaches new consequences to it, some of which apply only where the large holder is a legal entity1.

This note summarises how this classification currently operates, both for family estates holding residential property through companies or directly in the names of family members, and for non-resident investors.

Key points

  • Thresholds. More than ten urban residential properties or more than 1,500 m² of residential built area, excluding parking spaces and storage rooms; five or more in stressed housing market areas if the regional government so decides.
  • Unit-by-unit count. Each unit capable of residential use within a building counts as a separate property, even if the building has not been registered as divided into separate units.
  • Evidence. A Land Registry certificate listing the properties registered in the owner’s name.
  • Legal entities. Only legal entities, and companies in their group, are subject to the restriction on acquisitions below 70% of market value until 2030.
  • Individuals. Large holder status excludes the personal income tax reliefs for residential lettings regulated by RDL 29/2026.

I. Definition and new counting rule

A large holder is an individual or legal entity that owns more than ten urban properties for residential use, or residential built area of more than 1,500 m², excluding in all cases parking spaces and storage rooms2. In stressed residential market areas, the regional government may, on reasoned grounds, lower the threshold to owners of five or more residential properties in that area.

RDL 29/2026 clarifies two points. First, where a registered property comprises a building with several units capable of residential use, each unit counts as a separate property, even if no division into separate units (horizontal property) has been registered. Second, large holder status is evidenced by a Land Registry certificate listing the properties registered in the owner’s name.

The first rule has a direct impact on owners of entire, undivided buildings: a single building with eleven flats, registered as one property, is enough on its own to confer large holder status.

The legislation does not specify how properties held in co-ownership, which are common in inherited estates, should be counted. Administrative practice is not uniform: at least one regional authority adds up the ownership percentages, so that, for example, a half share in two homes counts as one home.

II. Consequences of large holder status

The classification has effects in different areas, which do not always depend on the nature of the owner:

  • Rent caps. In stressed areas, the rent agreed by a large holder may not exceed the limit set by the State system of reference rental price indices, and no costs or taxes may be passed on to the tenant so as to exceed it3.
  • Advertising. Every rental offer must state, where applicable, that the landlord is a large holder.
  • Court proceedings. In certain housing-related claims, the claimant must state whether it is a large holder and, if it states that it is not, must provide a Land Registry certificate listing the homes registered in its name4.
  • Personal income tax. The reliefs on net income from residential lettings, as amended by RDL 29/2026, which may reach 100%, are reserved for individual landlords resident in Spain who are not large holders.

III. Restriction on acquisitions by legal entities

Article 1 of RDL 29/2026 prevents certain entities, until 31 December 2030, from acquiring homes free of charge or for consideration below 70% of their market value. The entities affected include legal entities that qualify as large holders, together with companies in the same group or acting on their behalf. The restriction does not extend to individuals who are large holders.

For a family holding company that is a large holder, this means that it may not receive homes by way of gift or acquire them at a discount of more than 30% on their appraised value, including in transactions with shareholders or related parties. Consideration is measured broadly: it includes debts assumed, ancillary obligations and other economic benefits.

IV. Direct ownership and ownership through a company: key differences

Without addressing which structure is preferable, which depends on each case, the current framework presents the following differences:

  • Rental income. An individual resident in Spain pays personal income tax on net income from real estate, with the applicable reliefs if not a large holder. A company pays corporate income tax at the standard rate, and the dividends it distributes are then taxed in the hands of its shareholders.
  • Discounted acquisitions and contributions. The 70% restriction applies only to companies that are large holders and to their groups.
  • Threshold count. The count is made per owner. Properties owned by different individuals in the same family are not aggregated, whereas for companies the legislation extends certain effects to companies in the same group.
  • Municipal surcharges. Property tax (IBI) surcharges on tourist accommodation in stressed areas are scaled according to the number of properties the owner uses for that purpose: up to 50%, 100% for two or more and 150% for four or more.

V. Non-resident investors

For investors not resident in Spain, the comparison between direct ownership and ownership through a company has its own specific features:

  • Direct ownership: rental income. The investor pays Non-Resident Income Tax (IRNR) on rental income at 19% if resident in another Member State of the European Union or the European Economic Area with an effective exchange of tax information, and at 24% in all other cases. Only the former may deduct expenses relating to the letting; the others are taxed on gross income. The personal income tax reliefs for residential lettings do not apply5.
  • Direct ownership: unlet property. Urban properties that are not let generate annual deemed income calculated on their cadastral value. For this calculation, IRNR refers to Article 85 of the Personal Income Tax Law, which RDL 29/2026 amends with effect from 1 January 2027.
  • Direct ownership: sale. When a non-resident sells a property located in Spain, the buyer must withhold 3% of the price on account of the tax due on the gain6.
  • Spanish company. The company pays corporate income tax at the standard rate. Dividends distributed to a non-resident shareholder are subject to Spanish withholding tax, which may be reduced or eliminated under a double tax treaty or the exemption for EU parent companies, if the relevant requirements are met.
  • Foreign company. Non-resident entities that own property in Spain are also subject to an annual special levy of 3% of its cadastral value, unless one of the exemptions applies, including, among others, for entities resident in States that have a tax treaty with Spain containing an exchange of information clause, under certain conditions, or that carry on in Spain an economic activity other than merely holding or letting the property7.
  • Large holder status. Neither the definition of large holder nor the restriction on acquisitions under Article 1 of RDL 29/2026 distinguishes by the owner’s residence: both apply equally to non-resident individuals and entities.

VI. Validation by Parliament

The measures described form part of RDL 29/2026, which is pending validation (convalidación) by the Standing Committee (Diputación Permanente) of the Congress of Deputies, since Parliament has been dissolved ahead of the general election. The definition of large holder and its thresholds derive from the Housing Law and do not depend on that vote; the new counting rule, the Land Registry evidence requirement and the restriction on acquisitions do.

Loyra Abogados remains at the disposal of its clients to answer any questions or provide further information.

  1. Article 4 of RDL 29/2026, amending the Housing Law (Official State Gazette no. 249, of 7 October 2026). ↩︎
  2. Article 3.k) of the Housing Law. ↩︎
  3. Article 17.7 of the Urban Leases Law, as worded by RDL 29/2026. ↩︎
  4. Civil Procedure Law, as worded by RDL 29/2026. ↩︎
  5. Articles 24 and 25 of the consolidated text of the Non-Resident Income Tax Law, approved by Royal Legislative Decree 5/2004, of 5 March (the “TRLIRNR”). ↩︎
  6. Article 25.2 TRLIRNR. ↩︎
  7. Articles 40 to 45 TRLIRNR. ↩︎

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