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V0287-24 4 March 2024 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · aportación no dineraria

Possibility of applying special non-monetary contribution regime under participation and ownership requirements

A physical person asks whether contributions of shares from two companies to a new holding may qualify for the special tax neutrality regime. The DGT states this is possible if minimum 5% ownership, uninterrupted possession, and valid economic reasons 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 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 presented 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 company NC2 may qualify for the special regime under the Corporate Income Tax Act if the contributing entity holds at least 5% of the equity of the contributed entities and these entities do not have the management of movable or immovable property as their main activity. In such case, the shares in the acquiring company shall retain the value and seniority of the original shares. Dividends received by the acquirer shall be exempt pursuant to Article 21.1 of the Corporate Income Tax Act if the minimum 5% holding is maintained and the seniority period is met. The application of the regime is conditional upon the operation not having the primary objective of tax fraud or evasion.

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