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V0210-17 30 January 2017 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Special securities exchange regime applicable if LIS requirements are met and valid economic reasons exist

The inquiry examines whether an acquisition of shares can qualify for the special securities exchange regime. The DGT rules that this is possible provided that a majority of voting rights are obtained, the requirements of Article 80 of the LIS are satisfied, and the transaction is driven by valid economic reasons rather than being solely for tax purposes.

The question raised

Question raised 1) Whether the described operation may benefit from the special tax regime provided for 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 and comply with the requirements of Article 80 of the LIS. The transaction must not have the primary objective of tax fraud or evasion, and must respond to valid economic reasons such as the restructuring or rationalization of activities. In the case consulted, the reasons of management unification, solvency, and generational succession planning are considered valid. Regarding ITP and AJD, as it is a restructuring operation, it is not subject to the corporate operations modality and benefits from an exemption in the modalities of onerous asset transfers and documented legal acts.

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