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V2102-19 9 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 a share acquisition transaction may benefit from the special exchange regime and whether valid economic grounds exist. The DGT states that this is possible if Articles 76.5 and 80.1 of the LIS are met and the transaction does not primarily aim at fraud or tax evasion.

The question raised

Question posed: Whether the described transaction may benefit from 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 entity must acquire holdings that allow it to obtain the majority of voting rights and comply with the requirements of Article 80 of the LIS. Furthermore, the transaction must not have the primary objective of tax fraud or evasion, and must be carried out for valid economic reasons. The objectives of management unification, centralization of decisions, and economies of scale could be considered valid reasons, although their classification depends on the actual facts and circumstances.

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