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V3645-20 28 December 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Exchange of shares may be subject to special regime if LIS requirements and valid economic grounds are met

The DGT confirms that an share exchange may qualify for the special regime under the Corporate Income Tax Law, provided the regulatory requirements are met and the stated economic grounds of rationalisation and efficiency are genuine.

The question raised

Question posed: Whether the described operation may qualify for the tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax, and whether the economic motives are valid.

The DGT's ruling

To apply the special regime for the exchange of securities, the entity must acquire holdings that allow it to obtain the majority of voting rights and comply with the residency requirements for partners and the entity pursuant to Article 80.1 of the LIS. Furthermore, the operation must not have fraud or tax evasion as its primary objective, requiring valid economic reasons such as the restructuring or rationalization of activities. Management rationalization motives and economies of scale could be considered valid, but their fulfillment is a matter of fact subject to verification.

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