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V0342-25 19 March 2025 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión total no proporcional

Non-proportional total split may qualify for fiscal neutrality if segregated assets constitute business units

A company with two activities (trade and leasing) asks whether a non-proportional total split can benefit from the special corporate tax regime. The DGT states that for this to apply, the transferred assets must constitute business units operating independently.

The DGT's ruling

For a non-proportional total spin-off to benefit from tax neutrality, the transferred assets must constitute business lines, understood as autonomous economic units capable of operating by their own means. The existence of these lines must be previously identified within the transferring entity through a differentiated organization of material and human resources. If these requirements are met and the primary objective of the operation is not fraud, the Corporate Income Tax neutrality regime shall apply, it shall not be subject to VAT, and it shall be exempt or not subject to Transfer Tax (ITPAJD).

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