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V3023-20 6 October 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Exchange regime applicable if voting rights majority obtained

A family company asks whether a share acquisition can benefit from the special exchange regime. The DGT states it is possible if a majority of voting rights is obtained and legal requirements are met, provided there are valid economic reasons.

The question raised

1) Whether the described operation could qualify for the tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate 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. The operation must not have fraud or tax evasion as its main objective, requiring valid economic reasons such as the restructuring or rationalization of activities. If this regime is applied, individual shareholders shall not include income in their IRPF, and the new holdings shall retain the original values and acquisition dates.

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