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V0929-14 2 April 2014 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión por absorción

Regulatory restructuring deemed valid economic grounds for merger

The consultant asks whether a merger by absorption of its subsidiaries has valid economic grounds to qualify for the special merger regime. The DGT responds that complying with hydrocarbons sector regulations and simplifying the group structure constitute valid economic grounds.

The question raised

1. Whether the economic reasons upon which the merger by absorption of the subsidiaries by the requesting entity will be carried out may be considered valid economic reasons, given that said merger would be framed within a separation of group activities required by Articles 37 and 63 of the Hydrocarbons Sector Law and would result in a rationalization of its current corporate structure.

The DGT's ruling

The merger operation may qualify for the special regime of the TRLIS if it meets the requirements of commercial law. The reasons of compliance with regulatory requirements of the hydrocarbon sector and the simplification of the group structure are considered economically valid pursuant to Article 96.2 of the TRLIS. The special regime shall not apply if the primary objective is tax fraud or evasion through a tax advantage lacking economic substance.

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