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V0851-18 26 March 2018 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Merger by absorption may qualify for special Corporate Tax regime and avoid IIVTNU if valid economic reasons exist

A query was raised regarding whether the merger of three real estate companies, intended to simplify a family structure, could apply the special Corporate Tax merger regime. The DGT indicates that, provided commercial regulations are met and valid economic reasons exist, the operation could qualify for this regime and avoid the accrual of IIVTNU (Non-Transferable Legal Entity Tax).

The question raised

1) Whether the special regime for mergers, demergers, asset contributions, exchange of securities, and change of registered office of a European Company or a European Cooperative Society from one Member State to another of the European Union, established in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax, is applicable to the described operation.

The DGT's ruling

If the merger is carried out pursuant to Law 3/2009 and meets the requirements of Article 76.1 of the LIS, the special merger regime could be applied. To this end, the operation must not have the primary objective of tax fraud or evasion, but rather valid economic motives such as the rationalization of activities. If this regime is applied, the IIVTNU shall not accrue for the transfer of urban land, pursuant to the second additional provision of the LIS.

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