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V2293-20 6 July 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Canje of shares possible with voting majority and legal requirements

Consultants ask whether contributions of shares from multiple entities to a holding company may qualify for the special share exchange regime and whether valid economic justifications exist. The DGT confirms this is possible if a majority of voting rights is obtained and legal requirements are met, stressing that the purpose must not be purely fiscal.

The question raised

Whether the described operation 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 share exchange regime, the beneficiary entity must acquire shares that allow it to obtain the majority of voting rights in the contributed entities and comply with the requirements of Article 80 of the LIS. The application of this regime requires that the operation's primary objective is not tax fraud or evasion, but rather valid economic reasons. Reasons such as planning, centralization of investments, or services could be valid, although the pursuit of advantages in Wealth Tax must be assessed alongside the remaining factual circumstances.

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