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V2000-19 1 August 2019 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Exchange regime may apply if LIS requirements and valid economic reasons are met

The consultant asks whether an acquisition of shares in two restaurant companies can benefit from the special exchange regime and whether valid economic grounds exist. The DGT states that this is possible if LIS requirements are met and the economic justifications for the transaction are deemed valid, although this depends on the specific facts.

The question raised

Question posed: Whether the described operation may qualify for 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 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 fraud or tax evasion as its main objective, and must be carried out for valid economic reasons such as the restructuring or rationalization of activities. Management rationalization and unification of management reasons could be considered valid, although their final classification depends on the specific facts.

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