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V2470-23 14 September 2023 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Applicability of the fiscal neutrality regime in share exchanges under LIS requirements

A natural person enquires whether transferring their shares in two companies to a new holding company may qualify for the special restructuring regime. The DGT responds that this is possible if the new company obtains a majority of voting rights and legal requirements are met, provided the transaction is not purely for tax purposes.

The question raised

Whether the special tax regime for restructurings provided for in Chapter VII of Title VII of the LIS would be applicable to the planned restructuring operation (contribution to the new Holding company of 100% of the shares held directly by PF1 in entities A and B).

The DGT's ruling

The tax neutrality regime for the exchange of securities shall apply if the beneficiary entity acquires shares that allow it to obtain the majority of voting rights and the requirements of Article 80 of the LIS are met. In this case, the partner shall not include income in their Personal Income Tax (IRPF) taxable base, and the securities shall receive the tax value of those delivered. However, the regime shall not apply if the main objective of the operation is tax fraud or evasion, or if it is not carried out for valid economic reasons.

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