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V0484-24 3 April 2024 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Fiscal neutrality applicable to share swaps and non-cash contributions if legal requirements met

Individuals inquire whether contributing shares to a new company (Newco) qualifies for fiscal neutrality. The DGT confirms this is possible provided voting rights majority, minimum shareholding, and valid economic reasons are met.

The question raised

Whether the described operations may qualify for the tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax, and whether it is considered that valid economic reasons exist.

The DGT's ruling

For the exchange of securities, the entity must acquire the majority of voting rights and comply with the requirements of Article 80 of the LIS. In non-monetary contributions, the participation must be at least 5% of the equity and the entity's main activity cannot be the management of movable or immovable property. The application of the regime requires that the operation's primary objective is not tax advantage, but rather valid economic reasons.

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