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A query was raised regarding whether a share exchange operation to create a new company, followed by a financial demerger, can qualify for the special regime under Corporate Income Tax. The DGT ruled that this is possible provided that legal requirements are met, a business line is maintained, and the primary purpose of the operation is not tax advantage.
Question raised 1) 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.
The exchange of securities may qualify for the special regime if the acquiring entity obtains the majority of voting rights and the requirements of Article 80 of the LIS are met. Financial spin-offs are possible if the segregated assets consist of majority holdings and the demerged entity maintains a line of business. These operations require valid economic reasons, such as the rationalization of management, to avoid the application of Article 89.2 of the LIS. Finally, the exemption for dividends or the transfer of holdings in the NEWCO will depend on complying with the seniority and percentage requirements of Article 21 of the LIS.
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