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V1671-15 28 May 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

The special regime for exchange of shares may be applied if valid economic reasons exist

A holding company inquires whether an operation involving the acquisition of shares to obtain control of other companies may qualify for the special regime for exchange of shares. The DGT responds that it is possible if the legal requirements are met and the operation has valid economic reasons and not solely a tax purpose.

The question raised

Question raised 1) Whether the described operation may qualify for the special tax regime of 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 exchange of shares, the entity must acquire the majority of voting rights and comply with the requirements of Article 80 of the LIS. The operation must not have fraud or tax evasion as its main objective, and must respond to valid economic reasons such as the restructuring or rationalization of activities. In this case, the reasons of management, solvency, and business coordination are considered economically valid. Regarding the ITPAJD, the transfer of securities is exempt unless there is an intent to circumvent real estate tax, which is a matter of fact that the Administration must prove.

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