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V2189-15 15 July 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Value exchange, non-cash contribution and absorption merger may qualify for special tax regime

A holding company proposes a restructuring involving value exchange, non-cash share contributions and an absorption merger. The DGT examines whether these transactions may benefit from the special tax regime for corporate reorganisation.

The question raised

1) Whether the described operations may qualify for the special tax regime under Chapter VII of Title VII of Corporate Income Tax Law 27/2014, of November 27.

The DGT's ruling

The special Corporate Income Tax regime is applicable to the exchange of securities if the acquiring entity obtains the majority of voting rights and the requirements of Art. 80 LIS are met. Non-monetary contributions of shares are eligible for the regime if the contributor holds at least a 5% stake in the receiving entity and the other requirements of Art. 87 LIS are met. The merger by absorption of a wholly-owned subsidiary may apply the special regime if it complies with commercial regulations and has valid economic reasons, not merely tax-driven ones. Regarding Wealth Tax, the exemption applies if the requirements of business activity, minimum participation, and management functions are met.

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