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V0339-18 8 February 2018 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión por absorción

Absorption merger may qualify for special tax regime if valid economic reasons exist

A medical company intends to absorb a real estate company that leases it a premises. The DGT examines whether the transaction meets the requirements of the special merger regime and whether valid economic reasons exist to avoid the general regime.

The question raised

Question raised 1) Whether the described transaction may qualify for the tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax and whether valid economic motives exist.

The DGT's ruling

The transaction may qualify for the special merger regime if it is carried out within a commercial scope pursuant to Law 3/2009 and complies with Article 76.1.c) of the LIS. The motives of structural simplification, cost savings, and economic rationality are considered valid under Article 89.2 of the LIS. The existence of tax loss carryforwards in the absorbed company does not preclude the special regime if the purpose is not the exploitation of said tax losses. The acquiring company subrogates into the tax loss carryforwards within the limits of the current regulations.

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