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V2755-23 10 October 2023 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · neutralidad fiscal

Possibility of applying fiscal neutrality to share contributions to a holding company

A physical person enquires whether contributing shares in several companies to their holding company may qualify for the special restructuring regime. The DGT responds that this is possible if the minimum shareholding, length of time, and absence of purely fiscal purposes are met.

The question raised

1. Whether the restructuring operation to be carried out by the taxpayer (PF3) can qualify for the special tax regime under 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 may qualify for the tax neutrality regime under Chapter VII of the LIS if the receiving entity is resident in Spain, the holding is equal to or greater than 5% of equity, the shares have been held uninterruptedly during the previous year, and the transaction has valid economic reasons. In this case, the holding company maintains the tax value and seniority of the original shares. Likewise, dividends received by the holding company could be exempt under Article 21 of the LIS if the holding and seniority requirements are met.

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