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V2003-19 1 August 2019 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Exchange regime applicable if LIS requirements and valid economic reasons met

The DGT confirms that an acquisition of shares may qualify for the special exchange regime if voting control is obtained, LIS Article 80 requirements are met, and the transaction does not primarily aim at fraud or tax evasion.

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 acquiring entity must obtain the majority of the voting rights of the participating companies and comply with the requirements of Article 80 of the LIS. Likewise, the operation must not have the main objective of tax fraud or evasion, and must be carried out for valid economic reasons. The objectives of unified management, elimination of cost duplication, reinvestment of profits, and generational succession could be considered valid reasons, although their classification depends on the verification of the facts.

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