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V3633-15 19 November 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Special share exchange regime applicable if LIS requirements are met and valid economic reasons exist

A query was raised regarding whether an acquisition of shares to obtain a majority of voting rights could qualify for the special share exchange regime and if the stated reasons were valid. The DGT ruled that this is possible provided the requirements of Article 80 of the LIS are met and the economic motives are legitimate.

The question raised

Question posed: Whether the special tax regime of Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax is applicable to the proposed operation. And whether the indicated economic reasons are considered valid economic reasons for the purposes of the provisions of Article 89.2 of the LIS.

The DGT's ruling

To apply the special regime for exchange of shares, the entity must acquire shares that allow it to obtain a majority of voting rights and meet the residency and acquiring entity requirements provided for in Article 80.1 of the LIS. Furthermore, the operation must not have fraud or tax evasion as its main objective and must be carried out for valid economic reasons. Reasons such as restructuring, improvement of solvency, borrowing capacity, and the creation of a business growth structure may be considered economically valid.

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