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V0038-24 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 conditions met

A natural person enquires whether contributions of shares in various companies to a beneficiary entity may benefit from the special regime of fiscal neutrality. The DGT determines that the operation may constitute a share swap or a non-cash contribution, provided legal requirements are met and the primary 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 interests in entities A, E, and I is considered a securities exchange if it allows for obtaining the majority of voting rights, subject to compliance with Article 80 of the LIS. For the contribution of shares in entity M, it must be ensured that they represent at least 5% of the equity, have been held uninterruptedly during the previous year, and that the contributor maintains at least 5% in the receiving entity. The regime shall not be applicable if the primary objective of the operation is tax fraud or evasion without valid economic reasons.

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