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V1986-23 7 July 2023 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Fiscal neutrality regime applicable in share exchange if voting rights acquired and legal requirements met

The DGT confirms that a share exchange may qualify for the LIS special regime if the entity acquires a majority of voting rights and legal requirements are met, provided it is not for tax fraud or evasion.

The question raised

Question posed: Whether the aforementioned securities exchange operation could qualify for the special tax regime provided for in Chapter VII of Title VII of the LIS, and in particular, whether the reasons set forth can be considered economically valid.

The DGT's ruling

To apply the tax neutrality regime in a securities exchange, the entity must acquire holdings that allow it to obtain the majority of voting rights. The requirements of Article 80 of the LIS must be met, including the residence of the partners and the acquiring entity. The regime shall not apply if the primary objective is fraud, evasion, or the obtaining of a tax advantage without valid economic reasons. The validity of the economic reasons is a question of fact that must be assessed by the Administration according to the circumstances of each case.

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What is published here, applied to a company or a specific case. The first meeting is free.

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