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A company has requested clarification on whether a total demerger can qualify for the special Corporate Tax regime and its implications for VAT and Stamp Duty. The DGT indicates that the special regime may apply provided requirements regarding proportionality and economic motives are met, but warns that any subsequent donation of shares could invalidate its application.
Question raised 1) Whether the described total spin-off transaction could 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 transaction could qualify for the special Corporate Income Tax regime if it meets the requirements of Article 76.2.1.a) of the LIS and is carried out for valid economic reasons. However, if following the spin-off, the partners donate shares in a manner that breaks proportionality, the transaction would be considered a divestment rather than a restructuring. Regarding VAT, the transfer of real estate does not constitute an autonomous economic unit and shall be subject to the tax. The non-accrual of IIVTNU depends on whether the circumstances of the second additional provision of the LIS are met.
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