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V3314-23 28 December 2023 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · neutralidad fiscal

Corporate restructurings may qualify for fiscal neutrality if legal requirements and valid economic motives are met

A family enquires whether setting up holding companies and exchanging shares to reorganise their businesses can benefit from the fiscal neutrality regime and whether holdings' shares will be exempt from Wealth Tax. The DGT states that these regimes apply only if legal requirements are met and valid economic reasons exist.

The question raised

1. Whether the described operations may qualify for the tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax and whether valid economic reasons exist.

The DGT's ruling

For the contribution of shares, it is required that the contributor maintains at least 5% of the equity and that the entities do not manage movable or immovable assets. In the exchange of securities, the neutrality regime is applicable if the requirements of Article 80 of the LIS are met. Regarding Wealth Tax, the exemption requires that the entity carries out economic activity, that the holding is a minimum of 5% individually or 20% jointly, and that the taxpayer performs management functions with the corresponding remuneration. The exemption only applies to the portion of the value of the shares proportional to the assets necessary for the business activity.

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