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 transmit en bloc to another already existing entity , as a consequence and at the time of its dissolution without liquidation, their respective corporate assets, through the attribution to its partners of securities representing the capital stock of the other entity and, where appropriate, compensation in money that does not exceed 10 percent of the nominal value or, at lack of nominal value, of a value equivalent to the nominal value of said values deduced from their accounting.

   • Two or more entities transfer en bloc to a new one, as a consequence and at the time of their dissolution without liquidation, all of their corporate assets, through the attribution to its partners of securities representative of the share capital of the new entity 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 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 the entirety of the values representative of its social capital.

2. To the split operation by which:

   • An entity divides into two or more parts the entirety of its social assets and transmits them in block to two or more entities already existing or new, as a consequence of its dissolution without liquidation, through the attribution to its partners, in accordance with a proportional rule, of values representing the share capital of the entities purchasers of 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 such values deducted from its accounting.

   • An entity segregates one or more parts of its social assets that form branches of activity and transmits them in block 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 give it the majority of their share capital, receiving exchange values representing 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 , a compensation in money under the terms of the previous letter.

   • An entity segregates a part of its social assets, consisting of shares in the capital of other entities that vest the majority of the share capital in these, and transfer them en bloc to one or several newly created or existing entities, maintaining in its assets, at least, shares with similar characteristics in the capital of another entity or entities or a branch of activity, receiving in exchange values representative of the social 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, compensation ## in money under 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 involving Corporation Tax taxpayers that do not have the legal form of a commercial company, 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 in favor of another credit institution, under the protection of bank restructuring regulations, even when they do not correspond to the operations mentioned in the previous sections.