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V0502-14 25 February 2014 · SG de Impuestos Patrimoniales, Tasas y Precios Públicos Criterion in force
ITPAJD · ampliación de capital

Capital increases via subscription of new shares are not subject to Article 108 of the Securities Market Act

A query was raised regarding whether a capital increase carried out through the offsetting of credits, which increases a shareholder's stake, is governed by Article 108 of the Securities Market Act. The Directorate-General for Legal Services (DGT) ruled that this provision does not apply because the transaction takes place in the primary market.

The question raised

Whether Article 108 of the Securities Market Law would be applicable.

The DGT's ruling

Article 108 of the Securities Market Law requires that the transfer of securities takes place in the secondary market in order for its exemption regime or its anti-avoidance rule to be applicable. The subscription of new shares in a capital increase is an operation characteristic of the primary market. Therefore, the scenario presented is not subject to the provisions of said article.

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