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V0050-18 17 January 2018 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión total

Total demergers may qualify for special Corporate Tax regime if carried out for valid economic reasons

The applicant inquired whether a total demerger operation could apply the special regime for mergers and demergers under Corporate Tax. The DGT ruled that this is possible provided that commercial and economic requirements are met, and that the primary purpose is not tax fraud or evasion.

The question raised

1) Whether the described operation may qualify for the 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

If the demerger is carried out under Article 69 of Law 3/2009 and does not alter the proportionality of the partners, it complies with Article 76.2.1a) of the LIS. To apply the special regime, the operation must respond to valid economic reasons and not to the mere pursuit of a tax advantage. In the event of universal succession, the beneficiary entities assume the tax rights and obligations, being able to offset negative tax bases according to the terms of the law.

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