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V2509-23 18 September 2023 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Possibility of applying the tax neutrality regime in securities exchanges and mergers subject to compliance with the requirements of the LIS

DGTC states that such a reorganisation may qualify for the LIS special regime provided legal requirements are met and no mere tax advantage is sought.

The question raised

1. Confirmation that the projected operations would be subject to the special regime of Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.

The DGT's ruling

The exchange of securities shall be tax-neutral if the beneficiary entity acquires a larger shareholding and the requirements of Article 80 of the LIS are met. The subsequent merger by absorption may qualify for the special regime if it is carried out for commercial purposes and complies with Article 76.1 of the LIS. In both cases, the partners shall not recognize income and the securities shall be maintained at their original tax value. The regime shall not apply if the primary objective is tax fraud or evasion without valid economic reasons.

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