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V1971-23 6 July 2023 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Share contribution to a new holding may be treated as share exchange if LIS requirements are met

The DGT confirms that the contribution of shares by two natural persons to a new holding company may be considered a share exchange if the entity acquires a majority of voting rights and the fiscal neutrality requirements under the LIS are satisfied.

The question raised

1. Confirm that the described transaction may be considered a share exchange under the provisions of Articles 76.5 and 80 of the Corporate Income Tax Act.

The DGT's ruling

The transaction may constitute a share exchange if the beneficiary entity acquires shares that allow it to obtain the majority of voting rights and the requirements of Article 80 of the Corporate Income Tax Act are met. If the neutrality regime is applied, the partners shall not include income in their Personal Income Tax, and the securities shall receive the tax value of those transferred, maintaining their acquisition date. However, the regime shall not apply if the primary objective of the transaction is tax fraud or evasion, or if there are no valid economic reasons.

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