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V2131-19 12 August 2019 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Requirements for special share exchange regime: voting majority, residency and valid economic reasons

Consultants ask whether a share acquisition transaction may qualify for the special share exchange regime and whether valid economic grounds exist. The DGT states that it is possible if the acquiring entity obtains a voting majority and legal requirements are met, provided the transaction is not primarily aimed at fraud or tax evasion.

The question raised

Question raised: 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

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. The regime shall not apply if the primary objective is tax fraud or evasion, or if the transaction is not carried out for valid economic reasons such as the restructuring or rationalization of activities. The alleged economic reasons could be considered valid, although their determination depends on the facts and may be subject to administrative verification.

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