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V2752-23 10 October 2023 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de neutralidad fiscal

Share contribution to a new holding company may qualify for fiscal neutrality

A taxpayer asks whether contributing shares from a company to a new holding company allows use of the special corporate tax regime and whether this violates the obligation to maintain the acquisition in inheritance and gifts tax. The DGT responds that the transaction may qualify for fiscal neutrality and does not breach the obligation to maintain the acquisition in inheritance and gifts tax.

The question raised

1. Whether the contribution operation may qualify for the special tax regime of Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.

The DGT's ruling

To apply the special regime for contributions of assets in Corporate Income Tax, the recipient entity must be a resident in Spain, the contributor must hold at least 5% of the equity, and the shares must have been held uninterruptedly during the previous year. The contribution of shares to a new holding company does not constitute a breach of the requirement to maintain what was acquired for the 95% reduction in Inheritance and Gift Tax, provided that the acquisition value is preserved. For the exemption in Wealth Tax, the income received by the investee entity must be computed to determine whether the remuneration for management functions in the holding company exceeds 50% of the total income.

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