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V0792-21 6 April 2021 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Exchange regime applicable if LIS requirements and valid economic reasons met

The consultant asks whether an acquisition of shares to gain control of other companies may qualify for the special exchange regime. The DGT states that this is possible if LIS requirements are met and valid economic grounds are provided, although the latter depends on the actual facts.

The question raised

Question raised: Whether the described operation may benefit from the tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax, and whether the economic reasons are valid.

The DGT's ruling

To apply the special regime for the exchange of securities, the entity must acquire holdings that allow it to obtain the majority of voting rights and comply with the requirements of Article 80 of the LIS. Furthermore, the operation must not have fraud or tax evasion as its primary objective, and must be carried out for valid economic reasons such as the restructuring or rationalization of activities. Alleged management, solvency, or family planning reasons could be considered valid, but their classification depends on the verification of the facts and circumstances of the operation.

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