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V2756-23 10 October 2023 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · neutralidad fiscal

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

A natural person enquires whether contributing their shares in several companies to a holding company may benefit from the special regime for restructurings. The DGT responds that this is possible if the minimum shareholding, length of time, and absence of purely fiscal motives are met.

The question raised

1. Whether the restructuring operation to be carried out by the taxpayer (PF4) may 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 Title VII of the LIS if the receiving entity is resident in Spain, the contributor maintains at least 5% of the equity, and the shares have been held uninterruptedly during the previous year. Likewise, dividends received by the holding company could benefit from the exemption under Article 21 of the LIS and the non-applicability of withholding tax if the requirements regarding participation and holding period are met. For Wealth Tax, the exemption requires that the entity does not primarily manage movable or immovable property and that the requirements regarding participation and management functions are met.

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