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V3130-14 19 November 2014 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Special regime for share swaps and share contributions may apply if legal requirements are met

Shareholders have enquired whether contributing their shares in a company to a new entity (NewCo 1), followed by contributing those shares to other companies (NewCo 2 and 3), can qualify for the special Corporate Tax regime. The DGT has ruled that the transaction constitutes a share swap and that the contribution of shares meets the requirements regarding shareholding and holding periods, provided there are valid economic reasons.

The question raised

Whether the described operations may benefit from the special tax regime of Chapter VIII of Title VII of the consolidated text of the Corporate Income Tax Law, approved by Royal Legislative Decree 4/2004, of March 5.

The DGT's ruling

The securities exchange operation falls within Article 83.5 of the TRLIS if the entity acquires the majority of voting rights. For the contribution of shares by natural persons, it must be ensured that the entity is resident in Spain, that the holding represents at least 5% of equity, and that it has been held uninterruptedly during the previous year. If the securities originate from a securities exchange under the special regime, they retain the original acquisition date. 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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