Companies may contribute assets without paying capital gains tax if they comply with Art. 87 LIS

Asset management within a business group or during restructuring processes requires a precise analysis of the tax consequences. The Dirección General de Tributos (DGT) has specified the requirements necessary so that the contribution of assets does not generate an immediate tax impact on the transferring entity.

What the DGT has ruled

The ruling analyzes whether the non-monetary contribution of various assets (premises, housing, parking spaces, and facilities) can be classified as a special contribution under Article 87 of the Corporate Income Tax Law (LIS). The criteria establish that the operation may benefit from the tax neutrality regime provided that the following requirements are met:

• The entity receiving the contribution must be a resident in Spain or have a permanent establishment in national territory.
• The contributing entity must maintain a stake of at least 5% in the equity of the acquiring company.
• The operation must not have the primary objective of tax fraud or evasion.

If these conditions are met, no capital gains will be recognized in the transferring company, and the acquiring entity will maintain the tax values and the tax seniority of the contributed assets.

What it means for you

For companies undergoing reorganization processes, this criterion confirms the feasibility of transferring assets from one entity to another without this constituting a taxable event due to the difference between the book value and the market value. This allows for more efficient asset mobility, maintaining the tax base and the original acquisition date of the assets in the new company.

What should be done

Before proceeding with any non-monetary contribution of assets, it is necessary to verify that the ownership structure complies with the 5% threshold required by the regulations. Likewise, the economic purpose of the operation must be documented to ensure it is not interpreted as a tax evasion strategy, thereby guaranteeing the application of the neutrality regime provided for in the LIS.