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V3306-14 11 December 2014 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Value exchange and foreign holding entity regimes applicable if conditions met

Residents in Spain inquire about setting up a holding company through the contribution of shares from other entities. The DGT responds that the special value exchange regime and the foreign holding entity regime may apply, provided legal requirements are met and valid economic reasons exist.

The question raised

Possibility of creating a foreign securities holding company through the contribution of shares or interests in entities A and B.

The DGT's ruling

To apply the share exchange regime, the shareholders must reside in Spain or the EU, the acquiring entity must be a resident of Spain or the EU, and the transaction must have valid economic reasons without seeking mere tax advantage. Regarding the regime for foreign securities holding companies, the entity must have as its object the management and administration of securities of non-resident entities through sufficient material and personal means to exercise its shareholder rights. The fact of also holding interests in resident entities does not prevent the application of this special regime.

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