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V1985-19 31 July 2019 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Exchange regime applicable if Newco acquires majority voting rights

A consultant asks whether transferring shares from an entity to a new company (Newco) may qualify for the special exchange regime. The DGT states that this is possible if Newco obtains a majority of voting rights and legal requirements are met, provided there are valid economic reasons.

The question raised

Question posed: Whether the described operation may benefit from 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 beneficiary entity must acquire holdings that allow it to obtain the majority of voting rights in the investee entity, complying with the requirements of Article 80.1 of the LIS. Likewise, the operation must not have fraud or tax evasion as its main objective, and must be carried out for valid economic reasons pursuant to Article 89.2 of the LIS. Reasons such as restructuring, separation of risks, or rationalization of activities could be considered valid, but their classification is a matter of fact.

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