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V2804-20 14 September 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IRPF · aportación no dineraria

Non-cash contributions may apply under special regime if participation and economic motives are met

A natural person asks whether contributions of shares from two companies to a new holding company may qualify for the special LIS regime. The DGT states that this is possible if participation percentages and uninterrupted ownership are met, provided the transaction has valid economic motives and is not solely for tax advantages.

The question raised

Possibility of applying, to the described corporate restructuring operations, 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 within the European Union, regulated in Chapter VII of Title VII of the Corporate Tax Law.

The DGT's ruling

To apply the special regime for non-monetary contributions, the receiving entity must be a resident in Spain and the contributor must maintain a stake of at least 5% in the entity's equity following the transaction. In the case of natural persons, the holdings must have been held uninterruptedly during the previous year and the entity may not be an economic interest group nor have the management of movable or immovable property as its main activity. Furthermore, the transaction must not have the primary objective of tax fraud or evasion, and must respond to valid economic reasons.

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