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V0018-24 13 February 2024 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Fiscal neutrality applicable to share swaps and non-cash contributions if conditions met

The consultant asks whether creating a new company to hold shares from other entities may qualify for the fiscal neutrality regime. The DGT states that the operation may be considered a share swap or a non-cash contribution, provided legal requirements are met and the main objective is not fiscal advantage.

The question raised

Whether the described operations could qualify for the tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.

The DGT's ruling

The operation of contributing shares of entity B to a new entity (Newco1) constitutes a share exchange if the beneficiary entity acquires the majority of voting rights. For the contribution of shares of entity M, it is required that they represent at least 5% of equity, that they have been held continuously during the previous year, and that the contributor maintains at least 5% in the receiving entity. The neutrality regime shall not apply if the primary objective of the operation is tax fraud or evasion without valid economic reasons.

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