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V5472-16 28 December 2016 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Share swaps and mergers may qualify for special tax regime if conditions met

A family company asks whether a restructuring involving share swaps, a merger and a partial split can apply for the special tax regime. The DGT determines that share swaps and mergers may qualify if legal requirements are met, but a partial financial split is not possible because the segregated shares are not majority-held.

The question raised

1) Whether the described operations may benefit from the special tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.

The DGT's ruling

The exchange of securities may apply the special regime if the new holding company obtains the majority of voting rights and the requirements of Art. 80 LIS are met. The merger by absorption is valid if carried out under commercial regulations and complies with Art. 76.1.a) LIS. The financial partial spin-off cannot benefit from the special regime because the segregated shares are not majority holdings, thereby failing to comply with Art. 76.2.1ºc) LIS.

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