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V0088-15 14 January 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Fusion motives may be economically valid for special tax regime

A company asked whether a planned merger could qualify for the special corporate tax regime based on structural rationalisation. The DGT confirms that if the operation meets commercial and fiscal requirements, the stated motives to simplify structure and reduce costs are economically valid.

The question raised

Whether the application of the special regime under Chapter VII of Title VII of the Corporate Income Tax Law is appropriate for the proposed transaction, and whether the alleged reasons are considered economically valid for these purposes.

The DGT's ruling

To benefit from the special merger regime, the transaction must comply with the requirements of the TRLIS and Law 3/2009. The primary objective must not be tax evasion or tax advantage, but rather valid economic reasons such as the rationalization of activities or the reduction of management costs. The existence of negative tax bases in the absorbed company does not in itself invalidate the regime if it is not the predominant purpose of the transaction.

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