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V2802-20 14 September 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · aportaciones no dinerarias

Possibility of applying special non-cash contributions and share exchange regime under legal and economic requirements

Consultants inquire whether their restructuring operations fall within the special non-cash contributions and share exchange regime. The DGT responds that such operations are possible provided participation, uninterrupted ownership, and valid economic motives are met.

The question raised

FIRST question raised: Whether the described restructuring operations fit within the definition of special non-monetary contributions and exchanges of securities provided, respectively, in Articles 87.1 and 76.5 of Law 27/2014, of November 27, on Corporate Income Tax (LIS).

The DGT's ruling

For non-monetary contributions, it is required that the recipient entity be a resident in Spain, that the contributor holds at least 5% of the equity, and that the shares are held uninterruptedly during the previous year. In the exchange of securities, the entity must acquire the majority of voting rights and comply with the requirements of Article 80 of the LIS. Finally, the operation must not have the primary objective of tax fraud or evasion, and must respond to valid economic reasons.

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