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V0108-24 15 February 2024 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · reestructuración

Possibility of applying fiscal neutrality regime in share contribution to a new company

A physical person enquires whether a 25% share contribution to a new entity B from entity A qualifies for the special restructuring regime. The DGT responds that it is possible if the LIS requirements are met and the entity does not manage movable or immovable assets.

The question raised

Whether the restructuring proposed through the creation of a new company with a non-monetary contribution of shares in entity A would be subject to the special regime for restructuring operations under Chapter VII of Title VII of the Corporate Income Tax Act.

The DGT's ruling

The contribution of shares by a natural person may qualify for the tax neutrality regime under the Corporate Income Tax Act if the receiving entity is a resident in Spain, the contributor maintains at least 5% of the equity, and the entity's primary activity is not the management of movable or immovable property. In this case, the values and the holding period of the shares are maintained for tax purposes. However, the regime shall not apply if the primary objective of the transaction is tax fraud or evasion without valid economic reasons.

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