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V1995-19 31 July 2019 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Canje of shares regime applicable if voting rights majority obtained and valid economic motives present

Consultants ask whether a share contribution for family asset structuring qualifies for the special share exchange regime. The DGT states that it may apply if a majority of voting rights is acquired, Article 80 of the LIS requirements are met, and the transaction has valid economic motives rather than a purely fiscal objective.

The question raised

Question posed: Possibility that the projected operation may qualify for the special tax regime regulated 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 and comply with the requirements of Article 80 of the LIS. Likewise, the operation must not have the primary objective of tax fraud or evasion, and must be carried out for valid economic reasons and not merely for the purpose of obtaining a tax advantage. Reasons of simplification, centralization, cost rationalization, and solvency consolidation could be considered valid, although their classification depends on the facts.

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