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V1997-19 1 August 2019 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Value exchange regime applicable in share contribution to a holding company if conditions met and valid economic reasons exist

A family company asks whether its share contribution to a new holding company can benefit from the special value exchange regime under Corporate Tax and if the operation's motives are valid. The DGT responds that it is possible if a majority of voting rights is obtained and legal requirements are met, noting that organisational efficiency and generational succession motives could be valid.

The question raised

1) Whether the described transaction can 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 grounds exist.

The DGT's ruling

The transaction may apply the share exchange regime if the new entity acquires the majority of voting rights and the requirements of Article 80 of the LIS are met. The non-monetary contribution of shares to a holding company does not constitute a breach of the requirement to maintain what was acquired by inheritance or gift, provided that the value of the acquisition is preserved. The reasons of centralization, efficiency, and generational succession could be valid economic grounds, although their assessment is a matter of fact.

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