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V2449-19 13 September 2019 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · aportación no dineraria

Requirements for applying the special non-cash contribution regime under LIS

The DGT confirms that non-cash contributions of shares by shareholders to newly established Spanish resident companies may qualify for the special LIS regime, provided the participation and ownership criteria are met and the transaction has valid economic motives.

The question raised

Question posed: Whether the special regime for mergers, demergers, contributions of assets, exchange of securities, and change of registered office of a European Company or a European Cooperative Society from one Member State to another of the European Union, contained in Chapter VII of Title VII of the Corporate Income Tax Law, is applicable to the described restructuring operation.

The DGT's ruling

For the contribution of shares or social interests by natural persons to qualify for the special regime, the receiving entity must be a resident in Spain or have a permanent establishment, and the contributor must hold at least five percent of its equity. Furthermore, the interests must represent at least five percent of the equity of the contributed entity, must have been held continuously during the previous year, and the entity may not be an AIE, a business joint venture, or have the management of movable or immovable property as its main activity. Finally, the operation must not have the primary objective of tax fraud or evasion and must respond to valid economic reasons.

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