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V2437-17 2 October 2017 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Special reorganisation regime requires majority votes, contributions and activity branches

A group of family companies asks whether their share exchange plan, holding company creation, partial and full spin-offs can qualify for the special LIS regime. The DGT examines each operation and finds that not all meet the legal requirements for applying the regime.

The question raised

Question raised 1. Whether the described operations 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

For the exchange of securities, the regime shall apply if the acquiring entity obtains the majority of voting rights and complies with Article 80 of the LIS. In non-monetary contributions, it is required that the contributor maintains at least 5% of the equity, noting that in usufruct, the status of shareholder resides in the bare owner. Partial demergers only qualify if a line of business (autonomous economic unit) is transferred, which does not occur if only a percentage of a real estate property is segregated. In total demergers, if not proportional, the assets must be lines of business. The alleged economic reasons are considered valid pursuant to Article 89.2 of the LIS.

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