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V0583-16 11 February 2016 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Special merger and division regime applicable if LIS requirements and valid economic reasons are met

A family group asks whether a restructuring involving share exchange, merger and total split can benefit from the special tax regime. The DGT responds that it is possible provided legal requirements are met and the operation is not primarily aimed at obtaining tax advantages.

The question raised

1) Whether the described operation may 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

The exchange of securities is possible if the new entity acquires the majority of voting rights and the requirements of Article 80 of the Corporate Income Tax Law are met. Mergers and total demergers may qualify for the special regime if they are carried out within a commercial scope and comply with Corporate Income Tax regulations. The economic reasons stated for the restructuring are considered valid to avoid the application of Article 89.2 of the Corporate Income Tax Law. Regarding the RIC, the acquiring entity subrogates into the rights and obligations, and must keep the assets in operation.

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