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V3462-16 20 July 2016 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · unidad de acto

Determining the 70% acquisition debt limit: total share price must be considered for transactions carried out in a single act

The applicant inquired how to calculate the acquisition debt percentage when some shares are obtained through non-monetary contributions and others through a sale and purchase agreement. The DGT ruled that if both operations stem from the same contractual agreement, they are considered acquired in a single act, and the price of all shares must be used for the calculation.

The question raised

1. Whether, for the purposes of determining the percentage of acquisition debt relative to the acquisition price of the holding in the concessionaires, the acquisition price of 100% of the shares in the concessionaires must be considered, i.e., including the shares acquired not only in the sale and purchase but also in the non-monetary contribution.

The DGT's ruling

When a holding is acquired through non-monetary contribution and sale and purchase derived from the same contractual agreement, the acquisition is understood to be carried out in a single act. To determine whether the acquisition debt exceeds 70% of the acquisition price (pursuant to art. 16.5 or 67.b of the LIS), the price of the totality of the shares or holdings acquired must be considered. The acquisition date shall be the date of the sale and purchase, as this is when the indebtedness occurs.

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