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V0572-22 18 March 2022 · SG de Tributación de las Operaciones Financieras Criterion in force
OTRO · impuesto sobre las transacciones financieras

Share acquisitions in accelerated private placements may be exempt from the TFTS

A query was raised regarding whether the acquisition of company shares in an accelerated private placement is exempt from the TFTS and who the taxable person is. The DGT determines that the transaction is exempt as it derives from a share issue and due to the instrumental nature of the underwriters.

The question raised

1. Whether the acquisition of the shares of company A carried out by the end investors from the taxpayer under the accelerated private placement is exempt from the Financial Transactions Tax. Whether the taxpayer is considered a taxable person for the Financial Transactions Tax in relation to said acquisition of shares.

The DGT's ruling

The acquisition of shares by end investors in an accelerated private placement is exempt from the ITF as it derives from a share issuance for a capital increase. Likewise, the acquisition of said shares by the taxpayer (placer) for delivery to end investors is exempt due to its instrumental nature. The taxpayer is not a taxable person, whereas the taxable persons are the entities providing the deposit service on behalf of the end investors.

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