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V2102-20 23 June 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Value exchange regime may apply if voting rights are majority and valid economic reasons exist

A consultancy firm proposes a restructuring via establishing a holding company to centralise shares of other entities through value exchange. The DGT states the operation may qualify under the special regime if the holding company obtains a majority of voting rights and meets residence requirements and has no primary objective of tax fraud.

The question raised

Question posed: Whether the described operation may benefit from the tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 23, 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 voting rights in the participated entities and comply with the requirements of Article 80 of the LIS. Likewise, the operation must not have fraud or tax evasion as its main objective, and must be carried out for valid economic reasons such as the restructuring or rationalization of activities. Reasons of structural simplification and centralization of decisions could be considered valid, although their final classification depends on the verification of the facts.

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