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Practical Handbook for Companies 2021

Transactions to which the special system applies

Regulation:Articles 76 to 87 LIS

This special tax regime, unless expressly stated otherwise in the notification to the tax authorities, applies, among others, to the following transactions:

  1. To the operation of merger whereby:

    • One or more entities transmit in block to another entity already existing, as a consequence and at the time of its dissolution without liquidation, their respective social assets, by assigning to their partners representative values of the social capital of the other entity and, where appropriate, by a compensation in money not exceeding 10 percent of the nominal value or, in the absence of value, of a value equivalent to the nominal value of those securities deducted from their nominal accounts.

    • Two or more entities transmit in block to a new one, as a consequence and at the time of its dissolution without liquidation, the totality of their social assets, by assigning to their partners representative values of the social capital of the new entity and, where appropriate, of a compensation in money not exceeding 10 per cent of the nominal value or, in the absence of value, of a value equivalent to the nominal value of those securities deducted from their nominal accounts.

    • An entity transmits, as a consequence and at the time of dissolution without liquidation, the whole of its social assets to the entity that es the totality of the values representative of its social capital.

  2. To the operation of split whereby:

    • An entity divides into two or more parts the totality of its corporate assets and transfers them en bloc to two or more existing or new entities, as a result of its dissolution without liquidation, by means of the attribution to its shareholders, in accordance with a proportional rule, of securities representing the share capital of the entities acquiring the contribution and, where applicable, of a cash compensation not exceeding 10 per cent of the nominal value or, in the absence of a nominal value, of a value equivalent to the nominal value of such securities deducted from its accounts.

    • An entity segregates one or more parts of its assets and liabilities that form branches of activity and transfers them en bloc to one or more newly created or existing entities, maintaining at least one branch of activity in the transferring entity, or shares in the capital of other entities that give it a majority of their share capital, receiving in exchange securities representing the share capital of the acquiring entity, which must be attributed to its shareholders in proportion to their respective holdings, reducing the share capital and reserves by the necessary amount, and, where appropriate, cash compensation under the terms of the preceding paragraph.

    • An entity segregates a part of its equity, consisting of holdings in the capital of other entities that confer the majority of the share capital in the latter, and transfers them en bloc to one or more newly created or existing entities, maintaining in its equity at least similar holdings in the capital of one or more other entities or a branch of activity, receiving in exchange securities representing the share capital of the latter, which must be attributed to its members in proportion to their respective holdings, reducing the share capital and reserves by the necessary amount and, where appropriate, a cash compensation under the terms of the first point above.

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

    branch of activity shall mean the set of assets and liabilities that are capable of constituting an autonomous economic unit determining an economic operation, i.e. a set of assets capable of functioning by its own means.

  4. The operation of exchange of securities representing the share capital whereby an entity acquires a stake in the share capital of another entity that enables it to obtain a majority of the voting rights in that entity or, if it already has such a majority, to acquire a greater stake, by attributing to the shareholders, in exchange for their securities, other securities representing the share capital of the first entity and, where appropriate, a cash payment not exceeding 10 per cent of the nominal value or, in the absence of a nominal value, a value equivalent to the nominal value of those securities deducted from its accounts.

  5. At the option of the contributor, to the non-monetary contributions in which the following requirements are met:

    • The entity receiving the contribution must be resident in Spanish territory or carry out activities there through a permanent establishment to which the assets contributed are assigned.

    • Once the contribution has been made, the contributing entity should participate in the own funds of the entity receiving the contribution by at least 5 per cent.

  6. To transactions in which involves corporate taxpayers who do not have the legal form of a commercial company, provided that they produce results equivalent to those derived from the transactions 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 Member State of the European Union, with respect to assets and rights located in Spanish territory that are subsequently assigned to a permanent establishment located in that territory.

  8. Finally, the 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 in favour of another credit institution, under the bank restructuring regulations, even if they do not correspond to the transactions mentioned in the previous sections.