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V0872-21 13 April 2021 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión total

Total demerger may qualify for special tax regime if carried out under the Structural Changes Act

The taxpayer inquired whether a total demerger of their assets could qualify for the special regime under the Corporate Income Tax Act and if their economic motives were valid. The DGT indicated that if the operation complies with Law 3/2009, it could qualify for the regime, provided its primary purpose is not tax evasion or tax advantage.

The question raised

Whether the proposed non-monetary contribution operation may qualify for the special regime provided for in Chapter VII of Title VII of the Corporate Income Tax Law, and whether the economic reasons adduced are considered valid for these purposes.

The DGT's ruling

If the operation is carried out within the commercial sphere in accordance with Law 3/2009, it would meet the requirements of the LIS to be considered a total spin-off. Since the partners receive shares proportionally, it is not necessary for the assets to constitute business lines. The alleged economic reasons could be considered valid pursuant to Article 89.2 of the LIS, although this depends on the verification of the actual facts and circumstances.

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