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V3534-15 17 November 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · aportación no dineraria

Possibility of claiming tax neutrality in non-cash share transfers

A taxpayer asks whether a non-cash transfer of shares between entities may qualify for the special tax neutrality regime and whether the stated economic justifications are valid. The DGT states that this is possible provided the requirements of Article 87 of the LIS are met and the economic reasons given are legitimate.

The question raised

Question posed: Whether the proposed operation, the contribution of the shares of entity D, could qualify for the special tax regime regulated in Chapter VII of Title VII of the Corporate Income Tax Act. And whether the economic reasons can be considered valid for the purposes of applying the aforementioned special regime.

The DGT's ruling

The non-monetary contribution of shares may qualify for the special regime of the Corporate Income Tax Act if the receiving entity is a resident or has a permanent establishment, the contributor maintains at least 5% of the equity of the receiving entity, and the contributed shares represent at least 5% of the equity of the contributing entity, held uninterruptedly during the previous year. Furthermore, the contributing entity must not be a Venture Capital Entity (AIE), a Joint Venture (UT) of companies, nor have the management of movable or immovable property as its main activity. The reasons of structural simplification, diversification, financial capacity for investments, and generational succession planning are considered valid economic reasons.

Apply this to a real case

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