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V2066-19 7 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 consultant asks whether transferring their shares in an entity to a new holding company via non-cash contribution allows the special reorganisation regime. The DGT states this is possible if the holding acquires a majority of voting rights, LIS article 80 requirements are met, and the transaction has valid economic reasons rather than purely fiscal motives.

The question raised

Question posed: Whether the requirements necessary for the application of the special regime provided for in Chapter VII of Title VII of the LIS are met in the proposed restructuring operation, consisting of the taxpayer's contribution of its interest in entity T to the holding company intended to be incorporated, through a non-monetary contribution upon its incorporation, or through a non-monetary capital increase.

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 the voting rights of the contributing entity. The residency requirements for the partners and the acquiring entity provided for in Article 80.1 of the LIS must be met. Furthermore, the operation must not have fraud or tax evasion as its main objective, and must be carried out for valid economic reasons and not merely for the purpose of obtaining a tax advantage.

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