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V4096-15 21 December 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Possibility of applying special share exchange regime under legal requirements and valid economic motives

The consultant asks whether a share acquisition to establish a holding company may qualify for the special share exchange regime. The DGT responds that it is possible if the entity acquires a majority of voting rights, the requirements of Article 80 of the LIS are met, and the transaction has valid economic motives rather than purely fiscal objectives.

The question raised

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

The DGT's ruling

To apply the special regime for the exchange of securities, the acquiring entity must obtain the majority of the voting rights of the participated entity and comply with the requirements of Article 80 of the LIS. Furthermore, pursuant to Article 89.2 of the LIS, the transaction must not have the primary objective of tax fraud or evasion, and must be carried out for valid economic reasons such as the restructuring or rationalization of activities. Reasons such as the centralization of investments, separation of risks, and unification of shareholder policy may be considered valid economic reasons.

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