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V2756-16 20 June 2016 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Possibility of applying the special share exchange regime and fiscal neutrality under Spain-Netherlands Convention

A Dutch company proposes to exchange its shares in a Spanish company for shares in another Spanish company to establish a tax consolidation group. The DGT confirms that the transaction may fall under the special LIS regime and that gains are not taxable in Spain due to the Spain-Netherlands treaty.

The question raised

1) Whether the described transaction may qualify for the special tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.

The DGT's ruling

The transaction may qualify for the special share exchange regime if the beneficiary entity acquires the majority of voting rights and the requirements of Article 80 of the LIS are met. The income generated by the non-resident partner is not taxed in Spain pursuant to the Convention between Spain and the Netherlands. For tax consolidation purposes, the non-resident parent entity must designate a representative entity in Spain through an agreement communicated to the Administration.

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