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V0922-16 10 March 2016 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Mergers may qualify for special Corporate Tax regime if valid economic reasons exist

A query was raised regarding whether a merger between two wealth management entities could apply the special Corporate Tax regime and if the underlying reasons were valid. The DGT ruled that restructuring and cost optimisation motives constitute valid economic reasons.

The question raised

Question posed: Whether the proposed transaction could qualify for the special tax regime regulated in Chapter VII of Title VII of the Corporate Income Tax Law. And whether the economic motives can be considered valid for the purposes of applying the aforementioned special regime.

The DGT's ruling

The transaction may qualify for the special merger regime if it is carried out within a commercial scope pursuant to Law 3/2009 and complies with the LIS. The motives of restructuring activities and optimizing resources to reduce administration and control costs are considered economically valid under Article 89.2 of the LIS. Within the scope of the ITPAJD, if the transaction constitutes a restructuring under the LIS, it shall not be subject to the corporate transactions modality and could be exempt under the other modalities.

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