SPAIN Law and Practice Contributed by: Álvaro Checa, Miguel Checa, José María Vargas-Machuca Reyes and Andrea Fernández Grymierski, KINSHIP
border digital contexts. Given the inherent delocali- sation of digital assets and the potential complexity in determining habitual residence, choosing the law ofa particular nationality enhances predictability and coherence, especially where digital activities are dis- persed across jurisdictions. Structuring digital assets through identifiable legal categories facilitates later adaptation under Article 31 of the Regulation. For instance, crypto-assets or blockchain tokens should be documented in a man- ner that allows their economic function to be clearly established, enabling Spanish authorities to translate them into equivalent domestic property categories. Co-ordination with data protection law (Art.3 of LOP- DGDD) is essential. The testator may issue specific instructions regarding post-mortem access to per- sonal data, limiting or authorising heirs’ access to avoid conflicts between succession rights and privacy protections. Such instructions can prevent potential public policy objections or disputes with service pro- viders. Planners must also anticipate the distinction between succession law and contract law. While the lex suc- cessionis determines who inherits, platform terms of service may affect whether an account is transfera- ble. Legal planning may therefore include maintaining detailed records of digital holdings, private keys and contractual arrangements, possibly through secure custodial or fiduciary mechanisms.
As a result, legal structuring decisions – whether corporate, matrimonial or succession-related – are typically designed not only to ensure governance continuity but also to preserve eligibility for these tax benefits. The succession of a family business requires a co-ordinated approach combining succession law, corporate law and private law considerations. Founding entrepreneurs must address a range of legal and governance issues, including whether senior management positions should be occupied exclusive- ly by family members, how decision-making author- ity is transferred when moving from one generation to the next, and how to structure compensation for family members actively involved in the business. In addition, the matrimonial property regimes of family members may affect the integrity of the business, as divorce or separation of spouses could fragment own- ership or control. To address these challenges, Spanish families com- monly use family charters ( protocolos familiares ), which provide a contractual framework to define gov- ernance structures, decision-making rules, succes- sion procedures, dividend policies, and mechanisms to resolve disputes. These charters act as strategic roadmaps, aligning ownership, management and long-term business objectives. Complementary to the use of a charter, corporate structuring tools such as dual-class shares or golden shares allow separation of economic and voting rights, concentrating management control in designated suc- cessors while allowing other family members to retain economic participation. These mechanisms facilitate orderly succession, reduce the risk of deadlock or fragmentation, and protect the business from unin- tended effects arising from personal circumstances, including marital or inheritance disputes. The combination of charters and share structuring provides a robust framework to manage intra-family dynamics, align long-term objectives, and ensure that the family enterprise remains operationally and legally coherent across generations. This legal groundwork forms the basis upon which tax-efficient transfers, such as lifetime gifts or usufruct arrangements, can subsequently be structured.
8. Family Business Succession Planning 8.1 Succession Strategies
Succession planning for family owned and managed businesses in Spain is largely conditioned by the spe- cial tax regime applicable to qualifying entities. This regime, which allows for an exemption for Wealth Tax and IHT and GT, provides substantial relief where certain ownership, management and activity require- ments are met. These requirements are outlined in 8.2 Legal and Tax Considerations .
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