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V2966-14 3 November 2014 · SG de Impuestos Patrimoniales, Tasas y Precios Públicos Criterion in force
ITPAJD · aumento de capital

Debt capitalisation through newly issued shares is not governed by Article 108 of the Securities Market Act

A query was raised as to whether a capital increase via debt capitalisation could fall under the exemption provided in Article 108 of the Securities Market Act. The Directorate-General for Legal Services (DGT) ruled that, as these are newly issued shares, the transaction pertains to the primary market rather than the secondary market, and therefore the aforementioned rule does not apply.

The question raised

It is intended to cover the capital increase under the tax exemption regime regulated in Article 108 of the Securities Market Law.

The DGT's ruling

Article 108 of the Securities Market Law establishes special rules for transfers of securities in the secondary market. The proposed capital increase involves the delivery of newly issued shares, which constitutes a primary market transaction. Therefore, the transaction is not subject to the provisions of Article 108 of the Securities Market Law.

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