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V0150-15 19 January 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de reestructuraciones

The special merger regime does not apply if the concatenation of operations seeks to circumvent tax requirements

A company inquires whether a series of operations (non-monetary contribution, financial partial spin-off, and merger) may qualify for the special restructuring regime. The DGT determines that, although the operations separately might meet the requirements, the concatenation of these to transfer real estate that does not constitute a line of business does not allow for the application of said regime.

The question raised

Question posed: Whether the aforementioned operations may qualify for the special tax regime under Chapter VIII of Title VII of the Recast Text of the Corporate Income Tax Law, approved by Royal Legislative Decree 4/2004, of March 5.

The DGT's ruling

The special regime does not apply when the operation's primary objective is tax fraud or evasion, or when it lacks valid economic reasons. In this case, the concatenation of contribution, spin-off, and merger produces the same effects as a spin-off of assets that does not constitute a line of business. Since the spin-off of real estate is not an operation covered by the special regime, the series of preparatory operations to achieve that end cannot also qualify for it.

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