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V1966-20 16 June 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Exchange regime applicable if majority votes and valid economic reasons obtained

The DGT confirms that an acquisition operation to gain control of a company may qualify for the special exchange regime if LIS requirements are met and the operation is not primarily aimed at fraud or tax advantage.

The question raised

Question posed: Whether the described transaction 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

To apply the special regime for the exchange of securities, the acquiring entity must obtain the majority of voting rights or increase its shareholding, complying with the residency requirements of both the shareholders and the acquiring entity. Furthermore, the transaction must not have the primary objective of tax fraud or evasion, and must be based on valid economic reasons such as the restructuring or rationalization of activities. Reasons of structural simplification, centralization of management, and optimization of resources could be considered economically valid, although their classification depends on the specific facts.

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