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V0876-21 13 April 2021 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · neutralidad fiscal

A merger may qualify for tax neutrality if commercial and economic requirements are met

A real estate development company has enquired whether its merger operation can apply the tax neutrality regime. The DGT indicates that this may be applied if the operation complies with the Structural Changes Act and the requirements of Corporate Tax, provided that its primary purpose is not to obtain a tax advantage.

The question raised

Whether the proposed transaction can benefit from the tax neutrality regime regulated in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.

The DGT's ruling

To benefit from the special regime, the transaction must be carried out within a commercial scope under Law 3/2009 and comply with Article 76.1.a) of the LIS. The regime shall not apply if the primary objective is fraud, evasion, or the mere obtaining of a tax advantage without valid economic reasons. The alleged economic reasons could be valid, although their final classification depends on the facts and circumstances of the transaction.

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