Founder Exit Tax in 2026: Who Taxes Your Shares When You Leave, France vs Spain vs Portugal
If you build a company in France or Spain and later move away, both countries can tax the paper gain on your shares as if you had sold them the day before you left. France's exit tax bites at €800,000 of holdings or a 50% stake; Spain's at €4 million, or €1 million with a 25% stake. Portugal has no general individual exit tax, which is why it is the friendliest of the three for founders holding equity, though four narrow traps can still catch you. Here are the 2026 thresholds, rates and EU deferral rules, side by side.
If you build real equity value in France or Spain and then move away, both countries can tax the paper gain on your company shares as if you had sold them the day before you left, even though you never sold anything and have no cash in hand. France’s exit tax (Article 167 bis of the tax code) applies when you leave holding securities worth more than €800,000 or representing at least 50% of a company. Spain’s (Article 95 bis LIRPF) applies above €4 million of shares, or above €1 million where you own at least 25% of the company. Portugal has no general individual exit tax, which makes it the friendliest of the three for a founder sitting on unrealised gains.
In both France and Spain a move to another EU or EEA country automatically defers the bill, and it is often waived entirely if you hold the shares long enough. Below are the 2026 thresholds, rates and deferral rules for all three, plus the narrow Portuguese traps that can still catch founders. It is general information, not legal or tax advice; confirm your own position with a qualified adviser before you plan around it.
The three regimes at a glance
| France (Art. 167 bis CGI) | Spain (Art. 95 bis LIRPF) | Portugal | |
|---|---|---|---|
| General exit tax on shares? | Yes | Yes | No general exit tax |
| Who is caught | Resident 6 of last 10 years; holdings over €800,000 or a 50% profit share | Resident 10 of last 15 years; shares over €4M, or over €1M with a 25%+ stake | Ordinary shareholdings not caught; four narrow triggers only |
| What is taxed | Unrealised gain, treated as a deemed sale | Unrealised gain, added to the savings base | Nothing on leaving, for ordinary shares |
| Headline rate (2026) | 31.4% from 2026 (12.8% income tax plus 18.6% social levies after the LFSS 2026 rise); high-income surtax can apply | Savings-base scale 19% to 30% (top band above €300,000) | Share gains taxed at 28% only if and when actually sold |
| Move within EU/EEA | Automatic deferral, no guarantee; permanent waiver after 2 or 5 years | Automatic deferral up to 10 years (extended to Switzerland by tax-authority doctrine) | Not applicable |
Read the table by the thresholds, not the rates. The rate only matters once you are in scope, and most founders are caught, or not, by the threshold line. That is where France, Spain and Portugal genuinely diverge.
France: the €800,000 / 50% exit tax
France has the lowest entry threshold of the three, so it catches founders earliest. Under Article 167 bis of the Code général des impôts, you are in scope if you have been a French tax resident for at least six of the ten years before you move your tax residence abroad, and on the date of that move you hold company securities worth more than €800,000, or securities giving you at least 50% of a company’s profits. The €800,000 test looks at all your in-scope securities together; the 50% test looks at a single company. A founder who owns half of an early-stage company can therefore be caught even if the valuation is modest, purely on the ownership percentage.
What France taxes is the latent gain: the difference between what your shares are worth on the day you leave and what they cost you, treated as though you had sold them. The base has long been the 30% prélèvement forfaitaire unique (12.8% income tax plus 17.2% social contributions). The 2026 social-security financing act (LFSS 2026, enacted in December 2025) raised the social levies on capital income from 17.2% to 18.6%, taking the combined exit-tax rate to 31.4% from 2026. For very large gains, France’s high-income surtax (contribution exceptionnelle sur les hauts revenus) can add a few points on top.
The relief that makes this workable is the deferral, the sursis de paiement. If you move to another EU or EEA state, the deferral is automatic and France asks for no financial guarantee. Since the 2019 reform the same automatic deferral also covers moves to countries that have signed both an administrative-assistance and a recovery-assistance convention with France; other destinations get a deferral only on request and against guarantees.
Better still, the deferred tax is permanently cancelled if you still hold the shares at the end of a monitoring period: two years for holdings worth under €2.57 million, five years above that. An amendment in the 2026 budget debate that would have stretched the monitoring period back to fifteen years was rejected, so the two-and-five-year regime stands. In practice, a founder who relocates within the EU and simply keeps their shares often pays nothing. The exit tax is designed to stop people from moving abroad purely to sell their shares in a low-tax jurisdiction, not to punish an ordinary relocation.
Spain: the €4 million / €1 million-plus-25% exit tax
Spain’s exit tax has the highest thresholds of the three, so it catches the fewest founders, but the ones it catches tend to be later-stage. Under Article 95 bis of the Ley del IRPF, it applies if you have been Spanish tax resident for 10 of the last 15 years and, when you cease to be resident, either your shares are worth more than €4 million in total, or they are worth more than €1 million and you hold at least 25% of the company. Below both tests, there is no Spanish exit tax at all.
Where you are in scope, Spain treats the unrealised gain as realised on your last day of residence and adds it to the savings base (base del ahorro). The 2026 savings scale runs 19% on the first €6,000, 21% up to €50,000, 23% up to €200,000, 27% up to €300,000, and 30% above €300,000, so a large founder gain is mostly taxed at the top 30% band. As in France, a move to another EU or EEA country brings an automatic deferral, here for up to ten years; Spanish tax-authority rulings extend the same treatment to Switzerland on the strength of the EU-Switzerland free-movement agreement and the CJEU’s Wächtler judgment (C-581/17). Spain only collects the deferred tax if, within that window, you actually sell the shares, stop being resident in the qualifying jurisdiction, or breach the annual reporting duty. If the ten years pass without those events, no tax is due.
If you are weighing Spain as a base, the exit tax sits alongside the ongoing regime: Spain’s Beckham Law gives qualifying newcomers a flat 24% on Spanish-source income for up to six years, which we cover in Spain’s Startup Visa to Beckham Law transition and compare with Portugal’s tax regime in IFICI vs Beckham Law.
Not sure whether your equity would put you over any of these lines? Tell us your situation and we will map the exit-tax exposure against your entry route: Portugal D2, Spain Startup or France Talent.
Portugal: no general exit tax, but four traps for founders
Portugal is the reason this comparison matters. It has no general individual exit tax: leaving Portugal does not, by itself, trigger a deemed sale of your shares, and there is no mark-to-market on your equity when you deregister as a tax resident. Ordinary founder shareholdings are simply not taxed on the way out. Combined with the IFICI regime for qualifying newcomers (the successor to the closed NHR), this is a large part of why Portugal reads as the most founder-friendly of the three on capital.
That headline is real, but it is not absolute, and the exceptions are exactly the ones founders fall into. Portuguese tax practitioners flag four narrow triggers where a deferred or built-in gain can crystallise when you lose Portuguese tax residency:
- Incorporation rollover. If you were a sole trader and transferred your business into a company under Portugal’s tax-neutral regime (Article 38 of the IRS code), the gain on that transfer was deferred, not forgiven. Losing Portuguese residency can bring that deferred gain into charge even though you have sold nothing.
- Tax-neutral share exchanges and mergers. Gains rolled over in a qualifying share-for-share exchange or reorganisation can be treated as realised when you cease to be resident.
- Crypto. Under the current IRS rules, loss of Portuguese tax residency is treated as a disposal of crypto-assets, so unrealised crypto gains can be taxed even though nothing was sold.
- Startup equity and options. Certain startup-equity and stock-option gains are explicitly tied to residency, and losing Portuguese tax residency can be the taxable moment.
For a plain founder holding shares acquired for cash, none of these usually bite, and Portugal’s no-exit-tax position holds. For a founder who incorporated a Portuguese business tax-neutrally, swapped shares in a reorganisation, or holds option-based equity, the picture is more nuanced and worth a specific review before you move. When Portuguese share gains are actually realised by a later sale, they are generally taxed at a flat 28%, with an option to include them in the progressive scale. Gains on assets held under 365 days are aggregated at progressive rates once total taxable income passes €86,634 in 2026. Both points are separate from the exit-tax question. Portugal’s founder tax stack is covered further in Portugal’s D8 freelancer tax and IFICI eligibility.
What this means when you choose where to build
Exit tax is a reason to think about the end at the beginning. The country you build value in is the one that may tax you when you eventually move on, so the calculus is not just “where is it easiest to get a visa” but “where am I free to leave later.” On that one axis, the ranking is clear: Portugal (no general exit tax) is the most flexible, France catches founders earliest (the €800,000 or 50% test is easy to cross), and Spain sits in between with the highest thresholds but the largest gains when it does apply.
Two things keep this from being decisive on its own. First, the EU deferral: within the EU or EEA, both the French and Spanish exit taxes are postponed automatically and, in France, often cancelled if you simply hold the shares long enough. A founder moving between EU countries is in a very different position from one leaving for a jurisdiction outside the EU and outside France’s assistance-treaty network, where the default is paying up front or posting guarantees. Second, exit tax is one line in a much longer decision that also includes the entry route, income requirements, the ongoing regime and the citizenship clock. We put the full picture side by side in the real all-in cost of an EU founder visa, France Talent vs Spain Startup and the EU citizenship timeline for founders.
Sources
- Impôts.gouv.fr, “I am leaving France, do I have to pay an exit tax?” (Article 167 bis CGI scope: six-of-ten-years residence, €800,000 / 50% thresholds), verified July 2026.
- Hagnère Patrimoine, “LFSS 2026: hausse des prélèvements sociaux sur les revenus du capital” (social levies on capital raised from 17.2% to 18.6% by LFSS 2026, combined flat-tax rate 31.4% from 2026), verified July 2026.
- Syntaxe Avocats, “The French Exit Tax in a Nutshell” (sursis de paiement, €2.57M two-vs-five-year waiver, rejected 15-year amendment), verified July 2026.
- Global Law Experts, “France Exit Tax 2026 for Expatriates” (thresholds and monitoring-period waiver detail), verified July 2026.
- Vissumlex, “Exit Tax in Spain 2026: Unrealized Capital Gains on Relocation” (Article 95 bis, €4M / €1M-plus-25% thresholds, 10-of-15-years condition), verified July 2026.
- Devesa Abogados, “Change of tax residence and exit tax” (savings-base treatment, EU/EEA deferral mechanics and reporting duties), verified July 2026.
- Primera Lectura, DGT doctrine on moves to Switzerland (EU-style deferral extended to Switzerland via the free-movement agreement and CJEU Wächtler C-581/17), verified July 2026.
- Bento Castilho, “Exit Tax in Portugal: the Myth, the Reality, and the Four Traps People Miss” (no general exit tax; incorporation rollover, share-exchange, crypto and startup-equity triggers), verified July 2026.
- RFF Lawyers, “OE 2026: alterações fiscais” (2026 budget: 28% flat rate on realised share gains, €86,634 mandatory-aggregation threshold for sub-365-day gains), verified July 2026.
