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V2561-20 28 July 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Exchange regime applicable if voting rights majority obtained and valid economic reasons exist

Consultants ask whether transferring shares in three entities to a new company qualifies for the special exchange regime. The DGT states it is possible if the new entity obtains a majority of voting rights and legal requirements are met, provided the transaction is not primarily aimed at fraud or tax advantage.

The question raised

Question raised: Whether the described operation 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 and whether valid economic reasons exist.

The DGT's ruling

To apply the share exchange regime, the beneficiary entity must acquire holdings that allow it to obtain the majority of voting rights in the transferred entities. Likewise, the residency requirements for the partners and the acquiring entity provided for in Article 80.1 of the LIS must be met. The operation may not benefit from this regime if its main objective is tax fraud or evasion, or if it lacks valid economic reasons. Reasons of centralization, cost rationalization, or tax consolidation could be considered valid, although their classification depends on the specific facts.

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