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Practical Manual of Companies 2020.

Transactions to which the special system applies

Regulation: Articles 76 to 87 LIS

This special tax regime, unless expressly indicated otherwise through communication to the Tax Administration, applies, among others, to the following operations:

  1. To the fusion operation by which:

    • One or more entities transfer en bloc to another already existing entity, as a consequence and at the time of its dissolution without liquidation, their respective corporate assets, by attributing to its partners securities representing the share capital of the other entity and, in its case, compensation in money that does not exceed 10 percent of the nominal value or, in the absence of nominal value, of a value equivalent to the nominal value of said values deducted from its accounting.

    • Two or more entities transfer en bloc to a new one, as a consequence and at the time of its dissolution without liquidation, all of its corporate assets, through the attribution to its partners of values representative of the social capital of the new entity and, in its case, compensation in money that does not exceed 10 percent of the nominal value or, in the absence of nominal value, of a value equivalent to the nominal value of said values deducted from its accounting.

    • An entity transfers, as a consequence and at the time of dissolution without liquidation, all of its corporate assets to the entity that is the owner of all the securities representing its corporate capital.

  2. To the split operation by which:

    • An entity divides into two or more parts all of its corporate assets and transmits them en bloc to two or more existing or new entities, as a consequence of its dissolution without liquidation, through attribution to its partners, in accordance with a proportional rule, of values representative of the share capital of the entities acquiring the contribution and, where appropriate, compensation in money that does not exceed 10 percent of the nominal value or, in the absence of nominal value, of a value equivalent to the nominal value of said securities deducted from their accounting.

    • An entity segregates one or several parts of its social assets that form branches of activity and transmits them en bloc to one or several newly created or existing entities, maintaining in its assets at least one branch of activity in the transferring entity, or participations in the capital of other entities that confer the majority of their share capital, receiving in exchange values representative of the share capital of the acquiring entity, which must be attributed to its partners in proportion to their respective participations, reducing the share capital and reserves in the necessary amount, and, where appropriate, monetary compensation in the terms of the previous letter.

    • An entity segregates a part of its social assets, constituted by shares in the capital of other entities that confer the majority of the social capital in them, and transmits them en bloc to one or several entities of new creation or already existing, maintaining in its assets, at least, shares with similar characteristics in the capital of one or more other entities or a branch of activity, receiving in exchange values representative of the share capital of the latter, which must be attributed to their partners in proportion to their respective participations, reducing the share capital and reserves in the necessary amount and, where appropriate, monetary compensation in the terms of the first point above.

  3. To the operation of non-monetary contribution of branches of activity by which an entity contributes, without being dissolved, to another newly created or existing entity all or one or more branches of activity , receiving in exchange values representative of the share capital of the acquiring entity.

    branch of activity will be understood as the set of assets that are capable of constituting an autonomous economic unit determining economic exploitation, that is, a set capable of functioning by its own means.

  4. The transaction of exchange of securities representing the share capital by which an entity acquires a participation in the share capital of another that allows it to obtain the majority of the voting rights in it or, if already has said majority, acquire a greater participation, by attributing to the partners, in exchange for their values, other representatives of the share capital of the first entity and, where appropriate, monetary compensation that does not exceed 10 percent of the nominal value or, in the absence of nominal value, of a value equivalent to the nominal value of said securities deducted from their accounting.

  5. At the taxpayer's option, to non-monetary contributions in which the following requirements are met:

    • That the entity that receives the contribution is resident in Spanish territory or carries out activities there through a permanent establishment to which the contributed assets are affected.

    • That once the contribution has been made, the contributing entity participates in the own funds of the entity that receives the contribution in at least 5 percent.

  6. To operations in which Corporation Tax payers who do not have the legal form of a commercial company are involved, provided that they produce results equivalent to those derived from the operations mentioned in the previous sections.

  7. To the operations of change of registered office of a European Company or a European Cooperative Society from one Member State to another of the European Union, with respect to the assets and rights located in Spanish territory that remain affected subsequently to a permanent establishment located in said territory.

  8. Finally, Eighth Additional Provision of the LIS establishes that this special tax regime is also applicable to transfers of the business or of assets or liabilities carried out by credit institutions to favor of another credit institution, under the banking restructuring regulations , even when they do not correspond to the operations mentioned in the previous sections.