The sale of a customer portfolio is considered a supply of services subject to VAT, regardless of whether the company's main activity is exempt from VAT.
In the exercise of your professional activity, it is possible that at some point you may contemplate the transfer of your client portfolio to another professional or company. It is essential to be aware of the tax treatment involved in this operation, especially in terms of Value Added Tax (VAT), to avoid possible tax contingencies.
Sale of client portfolio and tax consideration
The Directorate General of Taxes (DGT) has established that the assignment of a client portfolio is not considered a sale of goods, but a provision of services for VAT purposes. Consequently, unless the transaction is exempted by a specific provision, the transferor must charge the corresponding VAT.
Accrual of VAT on the sale of portfolios
In accordance with Article 75.1.2.2 of the VAT Law (Law 37/1992), the tax becomes due at the time the service is rendered. If the consideration for the sale of the portfolio is linked to the future invoicing of the assigned clients, the taxable base must be calculated provisionally applying sound criteria and adjusted when the definitive amount is known.
- If the payment is one-off and closed, VAT is due at the time of the transaction.
- If the payment is variable and depends on the future invoice of the customers, a progressive accrual criterion will be applied, adjusting the taxable base according to Article 80.6 of the VAT Law.
Rectification of output VAT
If the amount of the sale has been provisionally determined and then adjusted, the output VAT must be rectified in accordance with Article 89 of the VAT Law. This implies:
- Issue a rectifying invoice in accordance with Article 15 of the Invoicing Regulation.
- Adjusting the taxable base in the tax return for the period in which the final price is modified.
- If the rectification involves a reduction of quotas, it will be possible to choose between requesting a refund of undue income or offsetting the quota in the tax return for the corresponding period.
Tax consequences of the portfolio sale
Since the transaction is subject to VAT, it is essential to comply with the following tax obligations:
- To charge the corresponding VAT on the invoice issued to the purchaser of the customer portfolio.
- To declare and pay the VAT in the period in which it is accrued.
- To adjust the taxable base if the agreed price is provisional and subject to future modification.
- To issue corrective invoices in case of variation of the amount of the operation.
For more information, please consult with Tax consulting
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