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V0017-24 13 February 2024 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Fiscal neutrality regime applicable in share exchange if LIS requirements met

Societies plan to transfer their shares to a holding for corporate restructuring. The DGT states that the operation may qualify for the fiscal neutrality regime provided legal requirements are met and the main objective is not fiscal advantage.

The question raised

1. Whether the proposed restructuring operation could qualify for the tax regime regulated in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.

The DGT's ruling

The securities exchange operation may apply the tax neutrality regime if the beneficiary entity acquires the majority of voting rights and the requirements of Article 80 of the LIS are met. In this case, the partners shall not include income in their Personal Income Tax (IRPF) and the securities shall be valued at their original tax value. 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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