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V0286-24 4 March 2024 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · aportación no dineraria

Requirements for claiming the special non-monetary 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 if the 5% minimum shareholding, uninterrupted ownership, and valid economic reasons are met, the transaction qualifies for the special regime.

The question raised

1/ Whether the non-monetary contribution of the 6,750 shares of company A and the securities received from the commercial entity NC1 as a consequence of the possible partial financial 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 to an entity resident in Spain may qualify for the special regime if the contributor holds at least 5% of the equity of the recipient entity and the shares have been held uninterruptedly during the previous year. In this case, the shares in the acquiring company retain the value and seniority of the original ones. Dividends received by the acquirer shall be exempt if the minimum 5% holding is maintained and the seniority period is met. The application of the regime is excluded if the primary objective is tax fraud or evasion.

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