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V3045-20 8 October 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Possibility of applying the special share exchange and non-cash contribution regime under LIS and its impact on ISD

A family company asks whether it can benefit from the special regime for mergers and non-cash contributions to centralise its investment management. The DGT states that this is possible if the LIS requirements are met and the transaction has valid economic motives.

The question raised

1) Whether the described operations may qualify for the tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Tax and whether valid economic reasons exist.

The DGT's ruling

For the exchange of securities, the entity must acquire the majority of voting rights and comply with the requirements of Article 80 of the LIS. In non-monetary contributions by natural persons, the holdings must represent at least 5% of the equity of the receiving entity, which cannot have the management of movable or immovable property as its main activity, and the contributor must have held the shares uninterruptedly during the previous year. The operation must not have fraud or tax evasion as its main objective, requiring valid economic reasons. Regarding the ISD, the non-monetary contribution of holdings does not breach the requirement to maintain what was acquired following an inheritance or donation.

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