The design of an international business plan involves the use of legal structures as business vehicles, the selection of national jurisdictions for the execution of the various stages that make up the value chain, decisions regarding the capital structure and its financing, as well as the analysis of the global taxation of the joint venture and local taxation for each of the independent units.
The selection of legal vehicles may be motivated by the pursuit of different objectives such as: atomization of shareholders, regionalization, efficiency in administration, risk mitigation, legal regime applicable to a certain activity and, why not, taxation.
In addition to the selection of the legal vehicle, as international planners, we must work on the tax regime applicable to said vehicle. A tax regime does not always require a specific legal vehicle and a legal vehicle does not always have an associated tax regime.
In addition to this, and most importantly, the structures can be created on the basis of a legitimate business motivation and used in full compliance with foreign legal provisions (those that regulate the legal structure or its tax regime) and local provisions (those linked to the jurisdiction of residence of the taxpayer).
In this context, there are legal vehicles associated with tax regimes that can be used under appropriate regulatory application guidelines, while others will be applied to schemes of abuse of law or, directly, as a tool for concealing assets (corporate, economic, civil or tax fraud, among others).
At this point, we find it interesting to review the rules that regulate the operation of a tax regime, not necessarily associated with a specific legal structure, widely used by Latin American taxpayers when they are motivated to expand their business abroad. We are referring to companies registered under the ETVE (Foreign Securities Holding Companies) regime in force in the Kingdom of Spain.
These companies are useful for grouping shareholdings (holding companies), the main benefit of the reference regime being the non-taxability of income received from dividends from investees and capital gains. Additionally, the Kingdom of Spain has an extensive network of international treaties to avoid double taxation that allows it to connect with a significant number of jurisdictions in Latin America and, naturally, the Eurozone. Since the Argentine Republic has a treaty signed with said jurisdiction, there are several reasons for knowing the regime.
Since the application of local law, these structures have received a kind of new tax framework motivated by the modification provided for in Law 20.628 in what is now Art. 130. The use of these structures requires what in international tax law we know as substance and business motive.
However, before starting any corporate adventure in a foreign jurisdiction, it will be necessary to know the regulatory framework that informs the reference regime, but above all, how it has been interpreted and applied in history and how it is currently. In other words, we propose a systematized knowledge of the ETVE regime established in the Kingdom of Spain.
To this end, I have prepared a document in which I will discuss each topic that I deem prudent with the appropriate amount of detail, with the intention of providing a complete introductory interpretation.
The reader should remember that the reference regime is an exceptional system even in the jurisdiction of original taxation. An error in the framework motivated by incorrect application of the rule, abuse of rights or simulation (among others) will trigger fiscal effects not only in the Argentine Republic but also, in this case, in the Kingdom of Spain.
Sergio Carbone is a Public Accountant (UBA)
Aduana News foi o primeiro jornal aduaneiro da Argentina a lançar sua versão digital. Com mais de 20 anos de trajetória, suas publicações e iniciativas têm como objetivo oferecer o conhecimento mais relevante sobre temas aduaneiros, contribuindo para a promoção do comércio seguro e da facilitação do comércio na região.
