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V1406-20 13 May 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Exchange regime applicable if LIS requirements and valid economic reasons met

The query asks whether an acquisition of shares to obtain a majority of voting rights may qualify for the special exchange regime. The DGT states that this is possible if Articles 76.5, 80.1 and 89.2 of the LIS are met and the operation is not primarily aimed at fraud or tax evasion.

The question raised

Question posed: Confirmation that the proposed transaction is eligible for the special tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax, given the existence of valid economic reasons for its execution.

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 residency and valuation requirements of Articles 76.5 and 80.1 of the LIS. Likewise, pursuant to Article 89.2 of the LIS, the transaction must not have the primary objective of tax fraud or evasion, and must be based on valid economic reasons such as the restructuring or rationalization of activities. The determination of whether the alleged reasons are economically valid is a question of fact that the Administration may verify.

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