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V2427-15 30 July 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Possibility of applying the special regime for exchange of shares and merger in operations between non-resident entities

A taxpayer asks whether an exchange of shares and a merger between non-resident entities may qualify for the special tax regime. The DGT responds that it is possible if the residency requirements, the nature of the operation, and valid economic reasons are met.

The question raised

Question raised 1) Whether the described operations of exchange of shares and merger 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

For the exchange of shares, it is possible to apply the special regime and defer income if the operation meets the objective requirements of Art. 76.5 LIS and the subjective requirements of Art. 80 LIS, allowing the exchange to be defined based on all shareholders even if only some reside in the EU. In the merger between non-resident entities, the special regime may be applied if it complies with Art. 76.1 LIS and its primary objective is not tax fraud or evasion (Art. 89.2 LIS), provided that valid economic reasons exist and formal communication requirements are met.

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