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V2591-20 29 July 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Possibility of applying special share exchange and partial financial split regime under LIS requirements

A consultancy company proposes a share exchange enabling entity Z to acquire 100% of a company's capital, followed by a partial financial split. The DGT examines whether these transactions may qualify for the special regime of corporate reorganisation under LIS requirements.

The question raised

1) Whether the described operations of exchange of securities and financial partial spin-off could qualify for the special tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax (LIS).

The DGT's ruling

The exchange of securities may qualify for the special regime if entity Z acquires the majority of voting rights and the requirements of Article 80 of the LIS are met. The financial partial spin-off may qualify for the special regime if majority holdings are segregated in favor of Z, while other majority holdings or a line of business remain in the spun-off entity. Both operations require that their primary purpose is not tax fraud or evasion and that valid economic reasons exist. In the event of integration into a new tax group, the rules for the incorporation of eliminations and tax credits under Article 74.3 of the LIS shall apply.

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