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V2239-19 20 August 2019 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Value exchange regime applicable if majority of voting rights obtained and valid economic reasons exist

A company wishes to invest surplus funds in other activities to diversify risks. The DGT states that the operation may qualify for the special value exchange regime if majority voting rights are acquired and legal requirements are met.

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 share exchanges, the acquiring entity must obtain the majority of voting rights and comply with the requirements of Article 80 of the LIS. Likewise, pursuant to Article 89.2 of the LIS, the transaction must not have the primary objective of tax fraud or evasion, and must be carried out for valid economic reasons such as the restructuring or rationalization of activities. Reasons such as the channeling of surpluses, professionalization, risk diversification, and future transfer could be considered valid, although their classification depends on the actual facts and circumstances of the transaction.

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