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V0014-24 13 February 2024 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Fiscal neutrality possible in share swaps and mergers if conditions met

A family group asks whether transferring shares to a new holding and subsequent merger of companies can qualify for fiscal neutrality. The DGT responds that this is possible provided the requirements of voting rights, valuation, and valid economic reasons are met.

The question raised

Whether the described operations meet the requirements to benefit from the tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax, as well as whether valid economic reasons exist.

The DGT's ruling

The exchange of securities to create a holding company allows for tax neutrality if the new entity obtains the majority of voting rights and the requirements of Article 80 of the LIS are met. The contribution of shares and merger by absorption may also benefit from this regime if they comply with the conditions of Articles 76 and 80 of the LIS. In a merger, no income shall be recognized for the cancellation of the shareholding if the acquiring company holds at least a 5% stake in the transferring company. The application of this regime requires that the operation's primary objective is not tax fraud or evasion, but rather valid economic reasons.

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