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V0212-17 30 January 2017 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión impropia

Economic grounds allow special merger and share scheme regime

A company asks whether a reorganisation involving mergers, share exchanges and non-cash share contributions can qualify for the special corporate tax regime. The DGT confirms it is possible provided legal requirements are met and the motives are genuinely economic rather than purely fiscal.

The question raised

1. Application of the special regime for mergers, spin-offs, contributions of assets, exchange of securities, and change of registered office of a European Company or a European Cooperative Society from one Member State to another within the European Union, under Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax, to the described merger operations, contribution of shares and interests, and exchange of securities.

The DGT's ruling

Mergers and the exchange of securities may qualify for the special regime under the LIS if the requirements of the Law on Structural Modifications and tax regulations are met. The contribution of shares by natural persons requires that these represent at least 5% of equity and are held uninterruptedly during the previous year. Restructuring and generational succession motives are considered economically valid, and the subsequent donation of shares does not invalidate such classification.

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