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V1090-15 9 April 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Share exchange may qualify for LIS special regime if legal and economic conditions met

Companies L and C ask whether the exchange of their shares in company H for shares of company X qualifies for the special share exchange regime. The DGT states that it applies if Articles 76.5 and 80 of the LIS are met and there is no primary intent to commit fraud or tax evasion.

The question raised

Whether the proposed securities exchange transaction may qualify for the tax regime provided for in Articles 76 to 89 of Law 27/2014, of November 27, on Corporate Income Tax.

The DGT's ruling

The special regime for the exchange of securities is applicable if the entity acquiring the securities is resident in Spain or falls within the scope of Directive 2009/133/EC, and the requirements of Article 80.1 of the LIS are met. The regime shall not apply if the main objective of the transaction is fraud, evasion, or if it lacks valid economic reasons. Reasons such as integration into a group, organizational simplification, and improvement of solvency may be considered valid pursuant to Article 89.2 of the LIS.

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