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V0300-21 19 February 2021 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión parcial financiera

Possibility of opting for the special regime for mergers and demergers subject to compliance with tax and commercial requirements

The DGT confirms that such operations may qualify under the special tax regime if commercial and fiscal requirements are met and the main objective is not fiscal advantage.

The question raised

1º) Whether the described operations could qualify for the tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.

The DGT's ruling

Partial financial spin-off may qualify for the special regime if the segregated assets consist of majority holdings and the entity maintains a line of business or similar holdings. Merger and total spin-off may apply the regime if they comply with commercial regulations and the requirements of Article 76 of the LIS. The exchange of securities is applicable if a majority of voting rights are obtained and the requirements of Article 80 are met. However, the regime shall not apply if the primary objective of the transaction is tax advantage without valid economic reasons.

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