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V0919-24 25 April 2024 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · aportación no dineraria

The contribution of shares from one entity to another may qualify for the special tax neutrality regime

A natural person inquires whether the contribution of their shares in entity A to entity B may apply the special regime for mergers and demergers. The DGT indicates that this is possible if the requirements of minimum participation, residence, and uninterrupted ownership are met, provided it is not for the purpose of tax fraud or evasion.

The question raised

Question posed: Whether the special regime for mergers, demergers, contributions of assets, exchange of securities, and change of registered office of a European company or European cooperative society from one Member State to another of the European Union, as enshrined in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax, is applicable to the proposed business restructuring operation.

The DGT's ruling

To apply the tax neutrality regime in non-monetary contributions, the receiving entity must be resident in Spain or have a permanent establishment. The contributor must have held the shares uninterruptedly during the previous year and maintain a participation of at least 5% in the equity of the receiving entity following the transaction. The regime shall not apply if the primary objective is to obtain a tax advantage without valid economic reasons.

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