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V3294-15 26 October 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Share swaps, demergers and mergers may qualify for special regime if based on valid economic reasons

A query was raised regarding whether a series of restructurings (share swaps, partial demergers and mergers) could qualify for the special tax regime. The Directorate General for Taxes (DGT) indicates that they may apply provided legal requirements are met and their primary purpose is not tax advantage.

The question raised

It is asked whether the proposed restructuring operations would be subject to the special tax regime regulated in Chapter VII of Title VII of the LIS.

The DGT's ruling

The exchange of securities is applicable if the entity acquires the majority of voting rights and the requirements of residence and entity are met. A financial partial spin-off is possible if majority holdings are segregated and a branch of activity or similar holdings remain. A merger by absorption of a wholly-owned entity may qualify for the regime if it complies with commercial regulations. In all cases, the operation must not have the primary objective of tax fraud or evasion, and must respond to valid economic reasons.

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