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V2334-23 17 August 2023 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Share exchange regime requires LIS compliance and valid economic reasons

The consultant asks whether a share swap to gain control of two entities can qualify for the special corporate tax regime and whether it is valid for inheritance tax. The DGT responds that fiscal neutrality is possible if legal requirements are met and there is no fraud, and that holdings in the holding company may be exempt from inheritance tax if activity, ownership and management requirements are satisfied.

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 the economic reasons are valid.

The DGT's ruling

For Corporate Income Tax, the neutrality regime in the exchange of securities is applicable if the beneficiary entity acquires the majority of voting rights and the requirements of Article 80 of the LIS are met. The regime shall not apply if the primary objective is tax fraud or evasion without valid economic reasons. Regarding Wealth Tax, holdings in the holding company may be exempt if the entity does not primarily manage movable or immovable property, the minimum participation percentage is met, and the taxpayer performs management functions with the required remuneration.

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