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V0272-15 23 January 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Application of special merger regime depends on activity requirements and absence of fraud

A taxpayer asks whether a non-cash share contribution can qualify for the special regime under the Corporate Income Tax Law, citing economic motives. The DGT states that eligibility depends on specific residency, shareholding, and economic activity requirements, and that the stated motives may be valid.

The question raised

Whether the proposed restructuring operation could qualify for the special tax regime regulated in Chapter VII of Title VII of the Corporate Income Tax Law, and whether the economic motives can be considered valid for the purposes of applying the aforementioned special regime.

The DGT's ruling

To apply the special regime for non-monetary contributions, the contributor must have held the shares uninterruptedly during the previous year, the beneficiary entity must be a resident in Spain, and the contributing entity may not have the management of movable or immovable property as its main activity. The DGT cannot determine whether company A manages movable property due to a lack of information regarding its investments. The motives of wealth unification, rationalization of family management, and succession planning are considered valid economic motives.

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