Skip to content
Back to index
V2599-20 30 July 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Exchange and absorption merger may qualify under special regime

The DGT confirms that an exchange of shares followed by a merger of three entities may qualify for the special tax regime if LIS requirements and valid economic justifications are met.

The question raised

Whether it is considered that the described securities exchange and merger operations comply with the definitions established in Article 76 of Law 27/2014, of November 27, on Corporate Income Tax (hereinafter, LIS) and whether, likewise, it is considered that the described motives constitute sufficient valid economic reasons under the terms provided in Article 89.2 of the LIS for the purposes of applying the special tax regime.

The DGT's ruling

For the exchange of securities, the entity must acquire the majority of voting rights through the allocation of other securities to the shareholders, complying with the requirements of Article 80.1 of the LIS. In a merger, the operation must be carried out within the commercial sphere pursuant to Law 3/2009 and comply with Article 76.1 of the LIS. The special regime shall not apply if the primary objective is tax fraud or evasion, or if there are no valid economic reasons such as the restructuring or rationalization of activities.

Book your free first meeting