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V1683-14 2 July 2014 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · aportación no dineraria

Non-cash share contribution may qualify for special reorganisation regime

The DGT confirms that a non-cash share contribution to a newly constituted company may apply to the special reorganisation regime if it has valid economic grounds.

The question raised

Whether the proposed restructuring operation could qualify for the special tax regime regulated in Chapter VIII of Title VII of the consolidated text of the Corporate Income Tax Law. And whether the economic motives can be considered valid for the purposes of applying the aforementioned special regime.

The DGT's ruling

The contribution of shares to a newly incorporated company may qualify for the special regime of the TRLIS if the receiving entity is resident in Spain (or has a permanent establishment) and the contributor maintains at least 5% of the equity. The objective of the operation must be economic and not merely fiscal; in this case, facilitating generational succession through the differentiated management of holdings is considered a valid economic motive. To apply this regime, one must opt for it by notifying the Administration within three months from the registration of the deed.

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