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V0761-21 30 March 2021 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión total

Full spin-off may qualify for special tax regime if LIS requirements and valid economic reasons are met

The consultant asks whether a spin-off of their assets into three companies can apply for the special regime for mergers and spin-offs. The DGT states that if the operation complies with commercial law and share allocations are proportional, it may qualify for the regime, provided it is not primarily aimed at tax fraud or avoidance.

The question raised

Whether the described operation may qualify for the 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

In order for a spin-off to qualify for the special regime under Chapter VII of Title VII of the LIS, it must meet the requirements of article 76.2.1.a) and be a total spin-off according to Law 3/2009. If the shareholders receive shares in proportion to their previous holding, it is not necessary for the assets to constitute business lines. However, article 89.2 of the LIS prevents the application of the regime if the main objective of the operation is tax fraud or evasion, or if it lacks valid economic reasons.

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