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V2078-18 13 July 2018 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Exchange regime applicable if voting majority and valid economic reasons are met

A Spanish company engaged in ship inspections with significant immovable assets seeks an exchange of shares with a Dutch company. The DGT assesses whether the operation complies with Corporate Income Tax rules, IRNR treatment, and ITPAJD exemption.

The question raised

1) Whether the described transaction 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

The transaction may qualify for the special regime for the exchange of securities if the beneficiary entity acquires the majority of voting rights and the requirements of Article 80 of the LIS are met. The economic reasons alleged for the restructuring are considered valid pursuant to Article 89.2 of the LIS. Regarding the IRNR, the income derived from the exchange is not taxed in Spain according to the treaty with the Netherlands. Regarding the ITPAJD, the transfer of securities may not be exempt if the entity's assets consist of real estate not used for business activities.

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