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V1642-20 27 May 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · aportación no dineraria

Non-monetary contributions may be eligible under special regime if conditions met

The query asks whether social shares transferred from entity B to entity A, resident in Spain, can benefit from the special restructuring regime. The DGT states that this is possible if participation and uninterrupted ownership conditions are met, and the transaction has valid economic motives.

The question raised

Question posed: Whether the special regime for mergers, demergers, contributions of assets, exchange of securities, and change of registered office of a European company or a European cooperative society from one Member State to another of the European Union, contained in Chapter VII of Title VII of the Corporate Tax Law, is applicable to the proposed business restructuring operation.

The DGT's ruling

For the contribution of shares or social interests to qualify for the special regime, the receiving entity must be a resident in Spain or have a permanent establishment. The contributor must have held the interests uninterruptedly during the previous year and maintain a stake of at least 5% in the equity of the receiving entity. Furthermore, the entity may not be an economic interest group, a temporary joint venture, nor have the management of movable or immovable property as its main activity. Finally, the operation must not have the primary objective of tax fraud or evasion, and must respond to valid economic reasons.

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