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V3322-23 28 December 2023 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Possibility of applying fiscal neutrality regime in share exchange and dividend exemption

The DGT confirms that a share exchange among three companies into a new holding (NEWCO) may qualify for the LIS special regime if voting rights, residency and absence of fraudulent purposes are met, allowing also exemption from double taxation on dividends.

The question raised

Whether the operation of exchanging securities of the holdings of entities A, B, and C for the NEWCO is eligible to qualify for the special tax regime under Chapter VII of Title VII of the Corporate Income Tax Law (hereinafter, LIS)

The DGT's ruling

The exchange of securities may qualify for the special regime if the beneficiary entity acquires the majority of voting rights and the requirements of Article 80 of the LIS are met. The operation must not have the primary objective of tax fraud or evasion, but rather valid economic reasons. Under this regime, shareholders shall not include income in their Personal Income Tax (IRPF) and the securities shall maintain their value and tax acquisition date. Furthermore, the NEWCO may apply the exemption for double taxation of dividends from the subsidiaries if it meets the requirements of Article 21 of the LIS.

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