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V0421-19 27 February 2019 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · aportación no dineraria

Non-cash contributions may be eligible under special regime if legal requirements and valid economic reasons are met

A majority shareholder asks whether contributing foreign shares to a Spanish company may qualify for the special regime. The DGT states that participation and ownership requirements can be met, provided the transaction is not primarily aimed at obtaining tax benefits.

The question raised

The consultant is a natural person and majority shareholder of entity A since the incorporation of the company, participating uninterruptedly since that moment in at least 90% of the capital and in 100% of the voting rights. The remainder of the share capital is distributed among his children.

The DGT's ruling

To apply the special regime for non-monetary contributions under Article 87 of the LIS, it must be met that the receiving entity is resident in Spain, that the contributor maintains at least 5% of the equity, and that the shares represent at least 5% of the equity of the contributed entity, having been held uninterruptedly during the previous year. Furthermore, the operation must not have the primary objective of tax fraud or evasion, and must respond to valid economic reasons rather than the mere pursuit of a tax advantage.

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