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V3442-15 11 November 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · aportación no dineraria

Potential eligibility for special non-monetary contribution regime and exemption on share transfers

An individual has requested clarification on whether contributing company shares to a new entity qualifies for the special tax neutrality regime. The Directorate General for Taxes (DGT) has ruled that, provided the requirements for continuous participation and ownership are met and valid economic reasons exist, the regime and the exemption on income derived from dissolution may be applied.

The question raised

Question raised 1) Whether the described operation may qualify for the special tax regime under Chapter VII of Title VII of Corporate Income Tax Law 27/2014, of November 27.

The DGT's ruling

The contribution of social shares may qualify for the special regime under Article 87 of the LIS if the receiving entity is resident in Spain, the contributor maintains at least 5% of the equity, and the shares have been held uninterruptedly during the previous year. The transaction must have valid economic reasons so as not to be considered tax fraud or evasion pursuant to Article 89.2. Likewise, positive income from the dissolution of the entity may be exempt under Article 21 of the LIS, with the holding period being calculated from the original acquisition. Finally, shares representing at least 5% of the capital and held for management purposes are not counted as assets for determining whether an entity is a holding company.

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