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V2771-20 10 September 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Exchange regime applicable if LIS requirements and valid economic reasons met

The consultant asks whether a share contribution can benefit from the special share exchange regime. The DGT states that this is possible if the entity acquires a majority of voting rights, the conditions of Article 80 of the LIS are met, and the transaction has valid economic reasons rather than a purely fiscal objective.

The question raised

Question posed: Whether the described contribution, in accordance with all the elements presented and the spirit of the transaction, may qualify for the Special regime for mergers, demergers, contributions of assets, exchange of securities and change of registered office of a European Company or a European Cooperative Society from one Member State to another of the European Union provided for in Articles 76 et seq. of Law 27/2014, of November 27, on Corporate Income Tax.

The DGT's ruling

To apply the special regime for the exchange of securities, the entity must acquire holdings that allow it to obtain the majority of voting rights and comply with the requirements of Article 80 of the LIS. This regime shall not apply if the primary objective of the transaction is fraud, evasion, or the mere obtaining of a tax advantage without valid economic reasons. Reasons such as the centralization of decision-making or generational transfer could be considered valid, although their classification depends on the specific facts of the transaction.

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