Back to index
V2663-23 2 October 2023 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · neutralidad fiscal

Shareholding contributions to a new company may qualify for fiscal neutrality under certain conditions

A natural person enquires whether they can contribute their shares in a holding company to a new company (Newco) under the fiscal neutrality regime and whether subsequent dividends would be exempt. The DGT responds that this is possible if the participation and duration requirements are met, and that dividends could benefit from the exemption under Article 21 of the LIS.

The question raised

1.) Whether the described operation could qualify for 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

The contribution of shares may qualify for the tax neutrality regime if the receiving entity is a resident in Spain, the holding exceeds 5%, and the requirements of uninterrupted ownership and absence of purely tax-driven purposes are met. If this regime is applied, the Newco subrogates the date and value of acquisition of the shares. Regarding dividends, the Newco could benefit from the exemption under Article 21 of the LIS if it meets the requirements regarding the percentage of participation and seniority, applying a 5% reduction for management expenses.

Book your free first meeting