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V1491-23 1 June 2023 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Requirements for applying the fiscal neutrality regime in share exchange operations

The consultation examines whether various share acquisition operations may qualify for the special share exchange regime. The DGT states that such operations are permissible if a majority of voting rights is obtained, the requirements of Article 80 of the LIS are met, and the operation does not primarily aim at obtaining a fiscal advantage.

The question raised

Question posed: Whether the described operations may benefit from the tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax, and whether valid economic reasons exist.

The DGT's ruling

For an operation to be considered a share swap, the entity must acquire holdings that allow it to obtain the majority of voting rights. If the requirements of Article 80 of the LIS are met, the contributors shall not include income in their taxable base, and the securities received shall maintain their value and tax acquisition date. However, the regime shall not be applicable if the primary objective of the operation is fraud, tax evasion, or if it lacks valid economic reasons.

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