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V1121-20 28 April 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Exchange regime may apply if voting rights and LIS Article 80 conditions are met

The consultant asks whether a share exchange to group shares in a new parent company complies with regulations. The DGT states that the special regime may apply if the acquiring entity obtains a majority of voting rights and the conditions in Article 80 of the LIS are met.

The question raised

Question posed: Whether the described exchange of securities operation, which PF1 intends to undertake, complies with the provisions of Article 76.5 of Law 27/2014, of November 27, on Corporate Income Tax, in relation to the contribution of the shares held as the sole shareholder of entity A, as well as others in which the taxpayer may hold a majority interest, in accordance with the provisions of said precept.

The DGT's ruling

To apply the special regime for the exchange of securities, the beneficiary entity must acquire shares that allow it to obtain the majority of voting rights. Likewise, the requirements of Article 80 of the LIS must be met and the operation must not have fraud or tax evasion as its main objective. The economic reasons alleged for the reorganization could be considered valid pursuant to Article 89.2 of the LIS, although their classification depends on the actual facts and circumstances.

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