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A company asks whether the contribution of shares from two entities to a new company (Newco) can qualify for the special exchange regime. The DGT states that this is possible if Newco obtains a majority of voting rights and legal requirements are met, provided the transaction is not primarily aimed at fraud or tax evasion.
Question raised: Whether the described transaction can benefit from the tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.
The transaction may apply the special share exchange regime if the Newco acquires the majority of the voting rights of the contributed companies and the requirements of Article 80 of the LIS are met. However, the application of this regime is conditional upon the transaction not having the primary objective of tax fraud or evasion, and it must be carried out for valid economic reasons pursuant to Article 89.2 of the LIS. The mentioned restructuring and group management reasons could be valid, although their final classification will depend on the facts and circumstances of the transaction.
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