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V4074-15 18 December 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · aportación no dineraria

Special regime for non-monetary contributions and exchange of securities applicable if valid economic reasons exist

An individual has enquired whether the contribution of shares in one entity and the subsequent exchange of securities in another may qualify for the special regime under the Corporate Income Tax Act (LIS). The Directorate General for Taxes (DGT) has ruled that this is possible provided that the requirements for participation and ownership are met, and that the transaction serves valid economic purposes rather than being conducted solely for tax advantages.

The question raised

Question posed: Whether the described operations may qualify for the special tax regime under Chapter VII of Title VII of the Corporate Tax Law 27/2014, of November 27.

The DGT's ruling

For the non-monetary contribution of shares, it must be ensured that the receiving entity is a resident in Spain, that the contributor maintains at least 5% of the equity, and that the shares have been held uninterruptedly during the previous year. In the exchange of securities, the acquiring entity must obtain the majority of voting rights and comply with the requirements of Article 80 of the LIS. Finally, the operation must not have the primary objective of tax fraud or evasion, and must respond to valid economic motives such as the restructuring or rationalization of activities.

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