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V2120-20 24 June 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Value swap and absorption merger may qualify for special regime

A consulting entity proposes a share exchange and an absorption merger to simplify its structure. The DGT states these transactions may fall under the special regime of the LIS if they meet voting control, residency and valid economic reasons requirements.

The question raised

Whether the described transaction could 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

For the exchange of securities, the entity must acquire the majority of voting rights and comply with the requirements of Article 80.1 of the LIS. In a merger by absorption, the transaction must be carried out within the commercial sphere pursuant to Law 3/2009 and comply with Article 76.1 of the LIS. The special regime shall not apply if the transaction is intended for tax fraud or evasion, or if it lacks valid economic reasons pursuant to Article 89.2 of the LIS. The alleged economic reasons could be considered valid, although their application depends on the assessment of the facts and on the absence of a predominant purpose of tax advantage.

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