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V1858-20 9 June 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Exchange and non-cash contributions may apply under special LIS regime

The DGT confirms that a family company's share exchange and shareholding contribution may qualify for the special LIS regime, provided voting rights majority, minimum share capital participation, and no primary intent of fraud or tax advantage are met.

The question raised

Whether it would be applicable to the securities exchange operations described in the special regime for mergers, demergers, asset contributions, exchange of securities, and change of registered office of a European Company or a European Cooperative Society from one Member State to another within the European Union, as set forth in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.

The DGT's ruling

For the exchange of securities, the entity must acquire a stake that allows it to obtain the majority of voting rights and comply with the requirements of Article 80 of the LIS. In non-monetary contributions by natural persons, the holdings must represent at least 5% of the recipient entity's equity and must have been held uninterruptedly during the previous year. Furthermore, the operation must not have the primary objective of tax fraud or evasion, and must respond to valid economic reasons such as generational succession.

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