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V0892-22 26 April 2022 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión total

Non-proportional total demergers require assets to constitute business lines to qualify for special tax regime

A query was raised regarding whether a total demerger of a company, where shareholders receive shares in unequal proportions, can qualify for the special Corporate Tax regime. The DGT ruled that for this to apply, the segregated assets must constitute autonomous business lines that were previously identified within the transferring company.

The DGT's ruling

For a non-proportional total spin-off to benefit from the special regime of the LIS, the spun-off assets must constitute business lines, understood as asset sets capable of operating by their own means. This requires a differentiated business organization and the prior existence of said activity in the transferring entity. If these requirements are not met, the capital gains or losses of individual shareholders shall be calculated according to the general regime of Article 37.1.e) of the LIRPF.

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