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V1229-18 10 May 2018 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Value exchange regime may apply if conditions in Article 80 of LIS are met

A shareholder wishes to transfer their shares in a company to a new holding company via a share exchange. The DGT states that the transaction may qualify for the special regime if the new entity obtains a majority of voting rights, the conditions in Article 80 are satisfied, and valid economic reasons exist.

The question raised

Question posed: Whether the described operation 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.

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 and comply with the requirements of Article 80 of the LIS. Furthermore, the operation must not have fraud or tax evasion as its primary objective, and must be carried out for valid economic reasons pursuant to Article 89.2 of the LIS. The reasons of streamlining management, enhancing financial capacity, or separating risks may be considered valid.

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