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V0062-26 15 January 2026 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · precio contingente

Possibility of applying transmission exemption to contingent price

The consultant asks whether the exemption under article 21.3 of the LIS applies to a contingent price arising in a subsequent exercise. The DGT responds that if the amount could not be estimated at the time of sale, the income is attributed when the future events occur, but the exemption may be claimed if legal requirements are met.

The question raised

Question posed: Whether the exemption under Article 21.3 of the LIS regarding positive income obtained from the transfer of shares in an entity is applicable to the portion of the contingent price, even when more than one year has elapsed between the date of the transaction and the date of collection of the contingent price, and therefore the contingent price is recorded accounting-wise and included in the Corporate Tax taxable base of the subsequent period; whereas in the period in which the transfer of shares takes place, all the requirements required by Article 21 of the LIS to apply the exemption were met.

The DGT's ruling

The income from the variable component of the price is imputed to the period in which the uncertain future events occur if it was not possible to estimate it at the time of the transfer. If the requirements for participation and residence are met, the positive income obtained from this contingent payment could benefit from the exemption under Article 21 of the LIS. However, if the participated entity were a holding company, the exemption would only apply to the portion of the income corresponding to an increase in undistributed profits.

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