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V3533-15 17 November 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Tax neutrality regime may apply to contributions of shares if legal requirements are met

A taxpayer has queried whether the contribution of shares in two entities can qualify for the special tax neutrality regime and if the economic motives are valid. The DGT has determined that this is possible provided that the requirements regarding residency, majority of voting rights, and minimum participation are met, and that the transaction is driven by economic motives.

The question raised

Question posed: Whether the proposed transaction, involving the contribution of the shares of entities D and F, could qualify for the special tax regime regulated in Chapter VII of Title VII of the Corporate Income Tax Law, and whether the economic motives can be considered valid for the purposes of applying the aforementioned special regime.

The DGT's ruling

For the exchange of securities (contribution of the share in D), it must be met that the acquiring entity is resident in Spain or falls within the scope of Directive 2009/133/EC, that the majority of voting rights are obtained, and that the shareholder resides in Spain or the EU. For the non-monetary contribution (share in F), the receiving entity must be resident in Spain, the contributor must retain at least 5% of the receiving entity's equity following the transaction, and the contributed entity cannot be an AIE, a UT of companies, or have the management of movable or immovable property as its main activity. Motives of structural simplification, diversification, financial capacity for investment, and succession planning are considered valid economic motives.

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