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V1999-19 1 August 2019 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Exchange regime applicable if voting rights majority obtained and valid economic reasons exist

The inquiry asks whether acquiring shares to gain control of several companies may qualify for the special exchange regime. The DGT responds that it is possible if LIS requirements are met and the transaction has valid economic reasons beyond tax advantages.

The question raised

Question posed: 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 reasons exist.

The DGT's ruling

To apply the special regime for the exchange of securities, the entity must acquire holdings that allow it to obtain the majority of voting rights and comply with the requirements of Article 80.1 of the LIS. The application of this regime is excluded if the main objective of the transaction is tax fraud or evasion, or if it lacks valid economic reasons. Reasons of centralization, administrative efficiency, and resource optimization could be considered valid, although their classification depends on the verification of the facts.

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