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V1965-20 16 June 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Exchange regime applicable if voting majority, residency and valuation requirements met and valid economic reasons exist

A natural person enquires whether the acquisition of companies B and C by company A may qualify for the special share exchange regime. The DGT states that this is possible if a voting majority is obtained, the requirements of Article 80 of the LIS are met, and the transaction does not primarily aim at fraud or tax advantage.

The question raised

Question posed: Whether the proposed operation may 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

To apply the special regime for the exchange of securities, the beneficiary entity must acquire shares that allow it to obtain the majority of voting rights in the other entities. Likewise, the requirements of Article 80 of the LIS must be met, and the principal objective must not be tax fraud or evasion. The alleged economic motives, such as the centralization of planning or the facilitation of the transfer of assets, could be considered valid, although this depends on the reality of the facts.

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