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V2028-19 6 August 2019 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Requirements for special share exchange regime: majority of voting rights and valid economic reasons

Consultants ask whether a share acquisition transaction may qualify for the special share exchange regime. The DGT states that it is possible if a majority of voting rights is obtained and the conditions of Article 80 of the LIS are met, provided it is not for 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 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. Furthermore, the operation must not have fraud or tax evasion as its primary objective, requiring valid economic reasons such as the restructuring or rationalization of activities. Reasons involving the centralization of decisions and generational transfer could be considered valid, but their classification depends on the verification of the facts.

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