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V2330-23 11 August 2023 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Requirements for fiscal neutrality in share swaps, non-cash contributions and mergers

A taxpayer asks whether a series of corporate restructurings—including share swaps, non-cash contributions and mergers—can benefit from the fiscal neutrality regime. The DGT responds that such arrangements may qualify provided the legal requirements of ownership, residency and valid economic motives are met.

The question raised

1. Whether the indicated securities exchange operation would objectively qualify within the regime provided for in Chapter VII of Title VII of the LIS and whether valid economic reasons exist.

The DGT's ruling

For the exchange of securities, the entity must acquire the majority of voting rights through the allocation of other securities to the partners. In non-monetary contributions by natural persons, the contributed interest must represent at least 5% of the equity, the receiving entity must not manage real estate or movable property, and the interest must have been held uninterruptedly during the previous year. In mergers by absorption where the absorbing entity is the sole partner, the special regime may be applied if the commercial and LIS requirements are met. In all cases, the operation must not have the primary objective of tax fraud or evasion.

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