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V3352-14 18 December 2014 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Eligibility for the special regime for exchange of shares based on residency, participation, and economic grounds

A company has queried whether a restructuring through an exchange of shares can qualify for the special tax regime. The DGT has ruled that this is possible provided that residency and majority voting requirements are met, and that the transaction is driven by valid economic reasons rather than being solely for tax purposes.

The question raised

1) It is posed whether the proposed restructuring operation could qualify for the special tax regime regulated in Chapter VIII of Title VII of the TRLIS.

The DGT's ruling

The securities exchange operation may qualify for the special regime of the TRLIS if the entity acquiring the securities is a resident in Spain and the shareholders meet the residency and participation requirements. It is essential that the operation does not have the primary objective of tax fraud or evasion, and there must exist valid economic reasons such as the rationalization or centralization of activities. The securities received by the shareholders shall be valued at the value of those delivered and shall retain their acquisition date. Regarding tax consolidation, the dissolution of the current group and the formation of a new one shall be governed by the LIS if the effects occur from 2015 onwards.

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