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V1734-17 5 July 2017 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de aportaciones

Share contributions to a new company may qualify for IS special regime

A natural person asks whether contributing shares from various companies to a new entity (NEWCO) qualifies for the IS special regime and whether this affects family business reductions under Inheritance Tax. The DGT confirms that share contributions meet the special regime requirements, but not the usufruct, as it is not linked to economic activity.

The question raised

1) If the natural person PF2 were to pass away prior to the moment they undertake the proposed business reorganization, would the consolidation in their estate of full ownership of 15.364% of the interests in A be eligible for the family business reduction.

The DGT's ruling

The contribution of shares or social interests qualifies for the special regime under Article 87 of the LIS if the contributor holds at least 5% of the recipient entity's equity and the interests have been held uninterruptedly during the previous year. The usufruct cannot qualify for this regime if it is not assigned to an economic activity. Regarding Inheritance Tax, the ownership of the interests received in exchange for those inherited allows for the maintenance of the family business reduction. The economic motives of the proposed restructuring are considered valid to avoid a regime of tax fraud or evasion.

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