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V1900-23 30 June 2023 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Special merger and share exchange regime applicable if conditions met

The DGT confirms that share contributions, mergers and share exchanges may qualify for the special corporate reorganisation regime, provided legal requirements are met and the primary objective is not to obtain a fiscal advantage.

The question raised

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.

The DGT's ruling

For the exchange of securities, the beneficiary entity must acquire the majority of voting rights and comply with Article 80 of the LIS. In mergers by absorption, the operation must be carried out within the commercial sphere pursuant to Law 3/2009 and comply with Article 76.1 of the LIS. The special regime shall not apply if the primary objective is fraud, evasion, or the mere obtaining of a tax advantage without valid economic reasons. The Administration shall verify whether there are reasons for restructuring or rationalization of activities.

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