4.8. TRD EXCHANGE, MERGER, ABSORPTION AND SPIN-OFF WITH DEFERMENT
This Transfer with Deferral (TRD) code will be used to record the transfer of shares in a company as a result of exchange, merger and spin-off operations to which the special tax deferral regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Tax, applies.
The application of this regime means that on the date of exchange, merger or spin-off, there is no capital gain or loss on the shares transferred from the old entity, but rather the gain or loss is deferred to the future time of transfer of the shares awarded in the new entity.
At the time of the future transfer of the shares received from the new entity, the capital gain or loss is determined by the difference between:
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The transmission price and
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The acquisition value of the old shares that were delivered in the exchange, merger or spin-off. This valuation will be increased or decreased by the amount of the additional monetary compensation given or received.
These deferred transfer (TRD) transactions must be linked to the deferred acquisition (ADD) transaction of the shares in the new entity, but each is recorded separately in the grouping of its corresponding shares.
ADD and TRD operations will be considered linked when both operations have the same date and the following equality is also met:
TRD Amount = ADD Amount + Compensation Received – Compensation Delivered.
(Note: In securities exchange operations, mergers, takeovers or spin-offs to which the special deferral regime provided for in Chapter VII of Title VII of the Corporate Income Tax Law is not applicable, a transfer operation (TR) for the shares delivered and an acquisition operation (AD) for the new shares received will be recorded.)
TRD type of operation.
Date of the transaction of transfer of shares.
Market key according to the operation carried out:
Number of titles.
Amount of the transaction.
Nominal value of the securities.
Bills.