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V0057-20 14 January 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Exchange regime applicable if LIS requirements and valid economic reasons met

The DGT confirms that an acquisition to obtain majority voting rights may qualify for the special exchange regime if Articles 76.5 and 80.1 of the LIS are satisfied and the main objective is not fraud or tax evasion.

The question raised

Question raised: Confirmation that the proposed operation is subject to the special regime for mergers, demergers, contributions of assets, exchange of securities, and change of registered office of a European Company or a European Cooperative Society from one Member State to another within the European Union, contained in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.

The DGT's ruling

To apply the special regime for the exchange of securities, the entity must acquire holdings that allow it to obtain the majority of voting rights. The residency requirements for the partners and the acquiring entity provided for in Article 80.1 of the LIS must be met. Likewise, the operation must not have the primary objective of tax fraud or evasion, and must respond to valid economic reasons pursuant to Article 89.2 of the LIS. The validity of the economic reasons depends on the facts and circumstances of each case.

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What is published here, applied to a company or a specific case. The first meeting is free.

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