Skip to content
Back to index
V2518-23 19 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 exchange operations under the LIS

A taxpayer inquires about the fiscal valuation of shares contributed to a new company during a restructuring. The DGT states that fiscal neutrality applies if the operation meets the conditions of the share exchange regime.

The question raised

1. Whether the value of the transfer of the shares and interests that will constitute the contributions described to the newly formed company (NEWCO) shall be derived from the equity of the current companies or whether the specific valuation rule contained in Article 37.1.b) of Law 35/2006, of November 28, on Personal Income Tax and partial modification of the laws on Corporate Tax, on Non-Resident Income Tax and on Wealth Tax must be applied.

The DGT's ruling

If the entity NEWCO acquires the majority of the voting rights and the requirements of Article 80 of the LIS are met, the transaction is considered a share exchange. In this case, the partners will not include income in their Personal Income Tax (IRPF) and the securities received will be valued at the tax value of those transferred. The entity performing the exchange will also value the securities at the tax value they had in the partner's assets. This regime will not apply if the primary objective is tax advantage without valid economic reasons.

Book your free first meeting