Skip to content
Back to index
V3238-20 29 October 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Value exchange regime may apply if LIS requirements and valid economic reasons are met

A group of shareholders proposes to transfer their holdings into a new holding company through a value exchange. The DGT examines whether this transaction qualifies for the special restructuring regime and its impact on various taxes.

The question raised

Whether the tax regime regulated in Chapter VII of Title VII of the Corporate Income Tax Law would be applicable to the proposed restructuring operation.

The DGT's ruling

To apply the special regime for the exchange of securities, the new entity must acquire the majority of voting rights and comply with the requirements of Article 80 of the Corporate Income Tax Law. The transaction must respond to valid economic reasons, such as the restructuring or rationalization of activities, and must not have the primary objective of tax fraud or evasion. Under Personal Income Tax, if this regime is applied, natural persons shall not include income from the transfer and shall maintain the original securities and acquisition dates. Under VAT and Transfer Tax/Stamp Duty, the transfer of securities is usually exempt, unless the intention is to circumvent the tax on the transfer of real estate.

Book your free first meeting