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V0020-24 13 February 2024 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Fiscal neutrality regime applicable to share swaps and non-cash contributions if legal requirements met

The DGT confirms that share swaps and non-cash contributions may benefit from the special fiscal neutrality regime provided the requirements of the LIS 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

Share contribution operations that allow for the acquisition of a majority of voting rights are considered a exchange of securities and may qualify for tax neutrality if the requirements of Article 80 of the LIS are met. For non-monetary contributions by natural persons, it is required that the shares represent at least 5% of the equity, that they have been held uninterruptedly during the previous year, and that the contributor maintains at least a 5% stake in the receiving entity. The regime shall not be applicable if the primary objective of the operation is fraud or the obtaining of a tax advantage without valid economic reasons.

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