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V0316-21 22 February 2021 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Special share exchange and non-cash contributions regime applicable if legal requirements met

Consultants propose a reorganisation involving the contribution of shares from several companies to a new entity. The DGT states that the special regime will apply only if the legal conditions for share exchange or non-cash contributions are met, and if valid economic grounds exist.

The question raised

Whether the application of the special tax regime of Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax, is appropriate for the described restructuring operation and the existence of a valid economic reason for the application of said special regime.

The DGT's ruling

For the exchange of securities, the entity must acquire the majority of voting rights and comply with the residency and valuation requirements of Article 80.1 LIS. For non-monetary contributions, it is required that the receiving entity be a resident, that the contributor retains at least 5% of the equity, and that the holdings are held uninterruptedly during the previous year. The operation may not have fraud or tax evasion as its main objective, and valid economic reasons must exist.

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