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V0322-16 27 January 2016 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Value swap regime may apply if valid economic reasons exist

A family proposes a value swap between two real estate companies to establish a holding. The DGT determines the operation may qualify for the special merger and split regime if voting majority and genuine economic reasons are met.

The question raised

1) Whether the described transaction may benefit from the special tax regime of Chapter VII of Title VII of Corporate Income Tax Law 27/2014, of November 27.

The DGT's ruling

The transaction may apply the special regime for the exchange of securities if the new entity acquires the majority of voting rights and the requirements of Article 80 of the LIS are met. The stated reasons of rationalization, centralization, generational succession, and financial optimization are considered economically valid pursuant to Article 89.2 of the LIS. Regarding VAT, the capital reduction is a supply of goods subject to tax, whereby the exemption or the waiver thereof may be applied. In terms of ITP and AJD, the capital reduction shall be taxed under the modality of corporate operations.

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