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V5482-16 29 December 2016 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Possibility of applying special share exchange regime under LIS articles 80 and 89.2

A company asks whether acquiring shares in another entity to obtain a majority of voting rights may qualify for the special share exchange regime. The DGT confirms this is possible if residence and valuation requirements under article 80 of the LIS are met and the transaction is not primarily aimed at fraud or tax evasion.

The question raised

Question raised 1) Whether the described transaction may qualify for 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

To apply the special regime for the exchange of securities, the entity must acquire holdings that allow it to obtain the majority of voting rights and comply with the requirements of Article 80 of the LIS. Furthermore, the transaction must respond to valid economic reasons, such as the restructuring or rationalization of activities, and must not have the primary objective of obtaining a tax advantage. The described reasons of management simplification, centralization of decisions, and optimization of resources may be considered economically valid.

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