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V0561-16 10 February 2016 · SG de Impuestos Patrimoniales, Tasas y Precios Públicos Criterion in force
ITPAJD · escisión

Spin-offs of business lines are considered restructuring operations and are exempt from ITP and AJD, even without applying the special CIT regime

A company has enquired whether the spin-off of a business line to contribute it to another entity is exempt from ITP and AJD. The DGT has ruled that, provided the definition of a spin-off is met, the operation constitutes a restructuring that is not subject to and is exempt from these taxes, regardless of whether the special Corporate Income Tax regime is applied.

The question raised

Whether, assuming the operation is not covered by the Special Regime for Mergers, Demergers and Asset Contributions and Exchange of Securities, taxation will proceed under the corporate operations modality based on the net value contributed, applying the exemption established in Article 45.I.B.10 of the Consolidated Text of the aforementioned tax; and whether the adjudication of assets in payment of the assumption of debts that will occur upon formalizing the described operation must be taxed under the Transfer Tax and Documented Legal Acts Tax.

The DGT's ruling

If the demerger complies with Article 76.2.1.b) of the LIS, it is considered a restructuring operation, and therefore is not subject to corporate operations and is exempt from onerous transfers and documented legal acts. Furthermore, the bulk transfer of assets and liabilities in a demerger does not constitute an express adjudication of assets for debt payment, and thus is not taxed under onerous property transfers.

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