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V0486-20 27 February 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Mergers may qualify for special regime if carried out for valid economic reasons

A query was raised regarding whether a projected merger could apply the special Corporate Tax regime. The DGT indicates that to do so, it must meet commercial and tax requirements, ensuring the primary objective is not merely tax advantage.

The DGT's ruling

To apply the special merger regime, the transaction must comply with the provisions of Law 3/2009 and Article 76.1.c) of the LIS. The regime shall not apply if the primary objective is tax fraud or evasion, or if there are no valid economic reasons such as the restructuring or rationalization of activities. The reduction of administrative costs and the increase in competitiveness could be considered valid reasons, although this depends on the verification of the facts.

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