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V0931-21 15 April 2021 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión parcial

Partial spin-off does not qualify under special IS regime if segregated assets lack own materials and personnel

A company distributing spare parts and intending to start real estate promotion asks whether a partial or total spin-off can be carried out under the special IS regime. The DGT determines that a partial spin-off does not qualify if the new activity lacks its own material and human resources prior to the operation.

The question raised

1) Whether the described operations may qualify for the tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax and whether valid economic reasons exist.

The DGT's ruling

For a partial demerger, the segregated assets must constitute a line of business with differentiated material and human resources organized prior to the operation. In a total demerger, if the shareholders maintain their proportionality, it is not necessary for the assets to be lines of business. The exchange of securities for a holding company may qualify for the special regime if the requirements of Article 80 of the LIS are met. The economic reasons for the restructuring must be valid to avoid the application of Article 89.2 of the LIS.

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