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V1422-15 6 May 2015 · 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 DGT confirms that acquiring majority voting rights by issuing shares may qualify for the special exchange regime, provided residence and acquirer entity requirements are met and the transaction is not primarily aimed at tax fraud or evasion.

The question raised

Whether, in accordance with the provisions of Articles 76.5 et seq. of the LIS, the requirements would be met to qualify the transaction as an exchange of shares eligible for the special tax regime under 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 shares, the acquiring entity must obtain the majority of voting rights and be a resident in Spain or fall within the scope of Directive 2009/133/EC. The shareholders must reside in Spain or the EU, or the shares received must be from an entity resident in Spain. Furthermore, the transaction must respond to valid economic reasons and not have the primary objective of obtaining a tax advantage, pursuant to Article 89.2 of the LIS.

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