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V0794-21 6 April 2021 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Exchange regime possible if LIS requirements and valid economic reasons met

The consultant asks whether a share exchange and a corporate restructuring can benefit from the special regime of the Corporate Income Tax and whether economic justifications are valid. The tax authority confirms this is possible if legal requirements are met and stresses that the validity of economic reasons must be assessed based on actual facts.

The question raised

Question raised 1) Whether the described transaction 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 the economic reasons are sufficient and valid.

The DGT's ruling

For the exchange of securities, the transaction may qualify for the special regime if the beneficiary entity acquires holdings that allow it to increase the majority of voting rights and the requirements of Article 80 of the LIS are met. However, the regime shall not apply if the primary objective is tax fraud or evasion, or if there are no valid economic reasons such as the restructuring of activities. The validity of the alleged economic reasons must be assessed based on the totality of the facts and circumstances of the transaction.

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