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V0566-18 28 February 2018 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión total

A total demerger may qualify for special tax regime if legal and economic requirements are met

The applicant asks whether a demerger operation of their company could apply the special tax regime under the Corporate Income Tax Act (LIS). The DGT indicates that if the operation meets the commercial requirements for a total demerger and is carried out for valid economic reasons, it could qualify for said regime.

The question raised

Whether the described transaction could qualify for the special 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

If the transaction is carried out within the commercial sphere pursuant to Article 69 of Law 3/2009, it meets the definition of a total spin-off under Article 76.2.1a) of the LIS. As the partners receive shares in proportion to their previous holding, it is not necessary for the assets to constitute business lines. However, to apply the special regime, the transaction must not have the primary objective of tax fraud or evasion, but must instead respond to valid economic reasons pursuant to Article 89.2 of the LIS.

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