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V0837-18 26 March 2018 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Requirements for applying the special share exchange regime under the LIS

The DGT confirms that a share acquisition to obtain a majority of voting rights may qualify for the special share exchange regime if the conditions in Article 80 of the LIS are met and the transaction does not primarily aim at tax fraud or evasion.

The question raised

Question posed: Whether the described transaction could qualify for the special tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.

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, pursuant to Article 89.2 of the LIS, the transaction must not have the primary objective of tax fraud or evasion, and must respond to valid economic reasons such as the restructuring or rationalization of activities. Reasons such as the unification of shareholder policy, generational succession, and the centralization of resources may be considered valid economic reasons.

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