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V3703-20 30 December 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Value exchange or non-cash contribution regime applicable if conditions met

A private individual asks whether contributing their shares in three entities to a new holding company may qualify for the special value exchange or non-cash contribution regime. The DGT states this is possible provided the requirements relating to shareholding, residency, and valid economic motives are met.

The question raised

Whether the contribution by the taxpayer of its holdings in entities A, B, and C to entity X meets the legally provided requirements to benefit from the "share exchange" institutions provided for in Article 76.5 of the IS Law, in the case of the first contribution, and the "non-monetary contribution" provided for in Article 87.1.c) of the IS Law, in the case of the second and third contribution.

The DGT's ruling

For the contribution of entity A, the share exchange regime may be applied if entity X acquires the majority of voting rights and the requirements of Article 80 of the LIS are met. For entities B and C, the non-monetary contribution regime may be applied if the holdings exceed 5% of equity, have been held uninterruptedly during the previous year, and the contributor maintains at least 5% in the recipient entity. In both cases, the operation must not have the primary objective of tax fraud or evasion, but rather valid economic reasons.

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