Transactions to which the special system applies

Regulation: Articles 76 to 87 LIS

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

1. To the operation of merger by which:

   • One or more entities transfer en bloc to another 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, where appropriate, monetary compensation not exceeding 10 percent of the nominal value or, in the absence of a nominal value, a value equivalent to the nominal value of said securities deducted from its accounting records.

   • Two or more entities transfer en bloc to a new entity, as a consequence and at the time of its dissolution without liquidation, all of their corporate assets, by attributing to its partners securities representing the share capital of the new entity and, where appropriate, monetary compensation not exceeding 10 percent of the nominal value or, in the absence of a nominal value, a value equivalent to the nominal value of said securities deducted from its accounting records.

   • 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 of the securities representing its share capital.

2. To the operation of split by which:

   • An entity divides into two or more parts all 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 attributing to its shareholders, in accordance with a proportional rule, of securities representing the share capital of the entities acquiring the contribution and, where appropriate, a compensation in cash not exceeding 10 percent of the nominal value or, in the absence of a nominal value, a value equivalent to the nominal value of said securities deducted from its accounting records.

   • An entity segregates one or more parts of its corporate assets that form branches of activity and transfers them en bloc to one or more newly created or existing entities, maintaining in its assets at least one branch of activity in the transferring entity, or shares in the capital of other entities that confer on it the majority of the share capital of these, receiving in exchange securities representing the share capital of the acquiring entity, which must be attributed to its partners in proportion to their respective shares, reducing the share capital and reserves by the necessary amount, and, where appropriate, compensation in cash in accordance with the terms of the previous letter.

   • An entity segregates a part of its corporate assets, consisting of shares in the capital of other entities that confer the majority of the share capital in them, and transfers them en bloc to one or more newly created or existing entities, maintaining in its assets at least shares with similar characteristics in the capital of another or other entities or a branch of activity, receiving in exchange securities representing the share capital of the latter, which must be attributed to its partners in proportion to their respective shares, reducing the share capital and reserves by the necessary amount and, where appropriate, compensation in cash in accordance with 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 already 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 be understood as the set of assets that are capable of constituting an autonomous economic unit determining an economic operation, that is, a set capable of functioning on its own.

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

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

   • That the entity receiving the contribution is resident in Spanish territory or carries out activities in this territory through a permanent establishment to which the contributed assets are assigned.

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

6. For operations involving taxpayers of Corporate Tax 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 are subsequently affected by a permanent establishment located in said 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 made by credit institutions in favor of another credit institution, under the banking restructuring regulations, even when they do not correspond to the operations mentioned in the previous sections.