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V0568-18 28 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 consultancy proposes an absorption merger to simplify structure and reduce costs. The DGT states that if the transaction meets commercial and LIS requirements and has valid economic grounds, the special merger regime may apply.

The question raised

1. Whether the proposed operation may benefit from the special regime of Chapter VII of Title VII of the Corporate Income Tax Law.

The DGT's ruling

If the merger is carried out within the commercial sphere pursuant to Law 3/2009 and complies with Article 76.1.a) of the LIS, it may benefit from the special regime. The alleged reasons for restructuring and rationalization are considered economically valid pursuant to Article 89.2 of the LIS. Regarding VAT, the transfer of real estate and shares shall be subject to the tax as it does not constitute an autonomous economic unit. For ITP and AJD, the operation is a non-taxable and exempt restructuring.

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