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V3138-23 4 December 2023 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IRPF · aportación no dineraria

Fiscal neutrality applicable to non-monetary share contributions to a new entity

A physical person asks whether they can benefit from tax deferral when contributing shares from one entity to a new company. The DGT confirms this is possible if minimum shareholding and uninterrupted ownership requirements are met, provided it is not for tax fraud or evasion.

The question raised

Whether it may qualify for the special regime of tax deferral in the Personal Income Tax return, all based on articles 76 to 89 of Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.

The DGT's ruling

The contribution of shares or equity interests by natural persons may qualify for the tax neutrality regime under the Corporate Income Tax Act if the requirements of the regulation are met. These include that the receiving entity be a resident in Spain, that the contributor maintains at least 5% of the equity of the new entity, and that the interests have been held uninterruptedly during the previous year. In such case, the natural person shall not include income in their Personal Income Tax return, and the received interests shall retain the value and acquisition date of the contributed ones. However, the regime shall not apply if the primary objective of the transaction is tax fraud or evasion.

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