Back to index
V3268-14 4 December 2014 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de reestructuraciones

Special regime for contribution of shares may apply if legal requirements are met and valid economic reasons exist

A taxpayer has enquired whether the contribution of their shares in company B to a new company A can qualify for the special restructuring regime. The DGT indicates that this is possible provided that the requirements regarding shareholding and residence are met, and that the reasons for the transaction are economic rather than purely tax-driven.

The question raised

Whether the proposed restructuring operation could qualify for the special tax regime regulated in Chapter VIII of Title VII of the consolidated text of the Corporate Income Tax Law. And whether the economic motives can be considered valid for the purposes of applying the aforementioned special regime.

The DGT's ruling

To apply the special regime for the contribution of shares, it must be met that the receiving entity is a resident in Spain, that the contributor maintains at least 5% of the equity of the receiving entity, and that the shares are held uninterruptedly during the previous year. Likewise, the operation must not have the primary objective of tax fraud or evasion, and must be based on valid economic motives such as the rationalization of activities. Motives such as generational succession, the separation of business and family assets, or the centralization of ownership may be considered economically valid.

Book your free first meeting