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V0215-14 29 January 2014 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Special merger regime applicable if transaction meets commercial requirements and has valid economic grounds

A query was raised regarding whether a merger can qualify for the special regime under Corporate Income Tax and whether the stated reasons are economically valid. The DGT ruled that this is possible provided the requirements of the Structural Changes Law and the TRLIS are met, noting that the integration of assets and reduction of administrative costs constitute valid economic grounds.

The question raised

Whether the application of the special regime of Chapter VIII of Title VII of the consolidated text of the Corporate Income Tax Law is appropriate for the proposed merger. And whether the alleged reasons are considered economically valid for these purposes.

The DGT's ruling

To qualify for the special merger regime of the TRLIS, the transaction must be carried out within a commercial scope pursuant to Law 3/2009, determining the exchange based on the real value of the assets and complying with Article 83.1 of the TRLIS. Furthermore, the transaction must not have fraud or tax evasion as its primary objective, and must be based on valid economic reasons such as the restructuring or rationalization of activities. The reasons for integrating assets to improve the financial situation and reduce administrative obligations are considered economically valid.

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