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V1446-15 8 May 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Exchange regime applicable if valid economic reasons exist

A company asks whether an acquisition of shares to obtain majority voting rights may qualify for the special exchange regime. The DGT responds that it is possible provided legal requirements are met and the transaction is not primarily intended for fraud or tax evasion.

The question raised

1) Whether the described transaction may qualify for the special tax regime under Chapter VII of Title VII of Corporate Income Tax Law 27/2014, of November 27.

The DGT's ruling

To apply the special regime for the exchange of securities, the acquiring entity must obtain the majority of voting rights and comply with the requirements of Article 80.1 of the LIS. The transaction must not have the primary objective of tax fraud or evasion, and must respond to valid economic reasons such as the restructuring or rationalization of activities. In the case presented, the reasons of unifying shareholder policy and investment management are considered economically valid. Regarding tax consolidation, eliminations and tax loss carryforwards shall be integrated into the new group pursuant to Article 74.3 of the LIS.

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