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V0146-15 19 January 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Share exchange may qualify for TRLIS special regime if valid economic reasons exist

A Belgian company intends to exchange its shares in a Spanish company for shares in a Portuguese company. The DGT examines whether the transaction qualifies for the TRLIS neutral tax regime or must be taxed on capital gain.

The question raised

1. What would be the taxation of the share exchange operation in accordance with the provisions of the Double Taxation Convention signed between Spain and Belgium and the provisions of Royal Legislative Decree 5/2004, of March 5?

The DGT's ruling

The operation of contributing shares of a Spanish entity to an entity resident in another EU Member State may be considered a share exchange under Article 83.5 of the TRLIS. To apply the special regime of Chapter VIII of Title VII of the TRLIS, the residency requirements of the shareholders and the acquiring entity must be met (Art. 87 TRLIS). The regime shall not apply if the main purpose of the operation is tax fraud or evasion, or if it is not carried out for valid economic reasons (Art. 96.2 TRLIS).

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