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V0042-17 13 January 2017 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión por absorción

Merger may qualify for special tax regime if conditions met

The DGT confirms that a merger between companies held by the same shareholders may apply to the special corporate tax regime if it meets commercial and fiscal requirements, is driven by valid economic reasons, and not solely for tax advantages.

The question raised

Question raised 1) Whether the described transaction may qualify for the special tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.

The DGT's ruling

The transaction may qualify for the special Corporate Income Tax regime if it meets the commercial requirements and the provisions of Article 76.1.a) of the Corporate Income Tax Act, provided that valid economic reasons exist and it is not intended to obtain a tax advantage. Regarding Transfer Tax and Stamp Duty, the transaction would be out of scope and exempt if it is classified as a restructuring. For the Real Estate Transfer Tax, non-accrual depends on the fulfillment of the circumstances set forth in the second additional provision of the Corporate Income Tax Act. In terms of VAT, being out of scope requires that the transferred elements constitute an autonomous economic unit, excluding the mere transfer of assets.

Apply this to a real case

What is published here, applied to a company or a specific case. The first meeting is free.

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