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V0654-21 18 March 2021 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

A share swap between EU entities may qualify for special IS regime

A consultancy firm asks whether a German company's investment in a Belgian entity via Spanish share holdings can benefit from the special merger and share swap regime. The DGT states that, as a share swap between EU residents, it meets formal requirements, though the economic rationale depends on the actual facts.

The question raised

Question posed: Whether the projected operations may qualify for the special tax regime regulated in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax and whether the economic reasons can be considered valid for the purposes of applying the special regime.

The DGT's ruling

The operation involving the contribution of shares in Spanish entities by a German company to an entity resident in Belgium is considered a share exchange pursuant to Article 76.5 of the LIS. As both the shareholder and the acquiring entity are residents in the EU, the requirements of Article 80.1 of the LIS are met. The economic reasons for the reorganization could be considered valid under Article 89.2 of the LIS, although this is a matter of fact subject to administrative verification.

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