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V1477-17 12 June 2017 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Possibility of applying the special share exchange regime under article 80 requirements and valid economic motives

The DGT confirms that a share exchange between entity A (inactive with investments) and entity B may qualify for the special regime of the LIS, provided residence and valuation requirements under article 80 are met, and the transaction does not primarily aim at tax fraud or evasion.

The question raised

Question posed: Whether the described exchange of shares transaction may qualify for the special 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 exchange of shares, the beneficiary entity must acquire the majority of voting rights and comply with the residency and valuation requirements of shares established in Article 80 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 carried out for valid economic reasons such as the restructuring or rationalization of activities.

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