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V2754-23 10 October 2023 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · neutralidad fiscal

Fiscal neutrality possible for share contributions to holding company under specific conditions

A natural person enquires whether transferring shares in several companies to a holding company may qualify for the special restructuring regime. The DGT states that this is possible if minimum shareholding, length of time and absence of purely fiscal objectives are met.

The question raised

1. Whether the restructuring operation to be carried out by the taxpayer (PF2) 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

The contribution of shares to a holding company resident in Spain may qualify for the tax neutrality regime if the contributor maintains at least 5% of the equity of the receiving entity, the shares represent at least 5% of the equity of the contributed entities, and these have been held uninterruptedly during the previous year. If this regime is applied, the values and acquisition dates are maintained, allowing subsequent dividends to benefit from the exemption under Article 21 of the LIS. Regarding Wealth Tax, holdings in the participated entities shall not be counted as assets if they grant at least 5% of the voting rights and are held to manage the participation with material and personal means.

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