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V1817-23 22 June 2023 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión financiera

Requirements for special regime of financial split, share exchange and non-monetary contributions

An education company asks whether it can carry out a financial split of its real estate holdings and a subsequent share exchange and shareholder contributions to restructure its family groups. The DGT examines whether these operations comply with the Corporate Income Tax Law and commercial regulations.

The question raised

1) Whether the described operations could qualify for 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

Financial spin-offs may qualify for the special regime if the spun-off entity maintains majority holdings in another entity. The exchange of securities is applicable if the beneficiary entity acquires the majority of voting rights and complies with Article 80 of the LIS. Non-monetary contributions by natural persons require that the holdings represent at least 5% of equity and that the entity does not manage real estate assets pursuant to the LIP. For Wealth Tax purposes, the leasing of real estate is only considered an economic activity if the entity has at least one employee under a full-time employment contract.

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