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V3539-15 17 November 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Non-cash contributions may be eligible under special regime if legal requirements and valid economic motives are met

A taxpayer asks whether transferring shares of an entity to a holding company can qualify under the LIS special regime and if the motives are valid. The DGT states that this is possible provided the requirements of Article 87 are met and the transaction is not primarily aimed at fraud or tax advantage.

The question raised

Question posed: Whether the proposed transaction could qualify for the special tax regime regulated in Chapter VII of Title VII of the Corporate Income Tax Law. 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 LIS if the beneficiary entity is resident in Spain, the contributor maintains at least 5% of the equity, and the requirements of uninterrupted ownership and the entity's activity are met. To avoid the application of the exclusion for tax fraud or evasion, the transaction must be carried out for valid economic reasons, such as the centralization of decisions, the entry of investors, or the differentiation of assets. The DGT considers that the investment and business management reasons presented may be economically valid.

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