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V0928-15 25 March 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · cambio de domicilio social

Change of registered office precludes special merger regime if not a European Society

A consulting entity proposes relocating its registered office and effective management base from Spain to the Netherlands. The DGT concludes it cannot benefit from the special merger and split regime as it has not demonstrated status as a European Society or a European Cooperative Society.

The question raised

Whether the described operation, of change of registered office, is eligible to benefit from the special tax regime regulated in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax. And whether the economic reasons alleged are valid for these purposes.

The DGT's ruling

The special regime of the Corporate Income Tax Act for changes of registered office is reserved for European Companies or European Cooperative Societies that transfer their registered office between EU Member States. As the applicant is not a European Company, it cannot apply this regime. The loss of tax residence in Spain will occur when the registration in the Spanish Mercantile Registry is cancelled and registered in the destination registry, thereby losing the status of being incorporated under Spanish laws.

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