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V0079-24 15 February 2024 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · aportación no dineraria

Requirements for claiming special non-cash contribution regime

A taxpayer asks whether transferring shares from two companies to a new holding company qualifies for the special tax neutrality regime. The DGT states that the regime applies if the 5% minimum shareholding, uninterrupted ownership, and absence of fraudulent purposes are met.

The question raised

1/ Whether the non-monetary contribution of the 6,750 shares of company A and the securities received from company NC1 as a result of the possible financial partial spin-off of entity A could qualify for the special tax regime regulated in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax, and whether the economic reasons stated can be considered valid for the purposes of applying the aforementioned special regime.

The DGT's ruling

The contribution of shares in entities A and NC1 to entity NC2 may qualify for the special regime under the Corporate Income Tax Act if the requirements of Article 87 are met, such as the minimum 5% participation and uninterrupted ownership during the previous year. In such case, the acquisition values and dates are maintained. Dividends received by NC2 may benefit from the exemption under Article 21.1 of the Corporate Income Tax Act if the requirements regarding participation and holding period are met. The application of the regime is subject to the condition that the main purpose of the transaction is not tax fraud or tax evasion.

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