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V0989-21 20 April 2021 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Mergers may qualify for special tax regime if commercial and fiscal requirements are met and valid economic reasons exist

An entity inquired whether its merger operation could qualify for the special regime under the Corporate Income Tax Act and if its objectives were economic in nature. The DGT indicates that it must comply with commercial regulations and Article 76.1.a) of the CIT Act, and must not have fraud or tax advantage as its primary purpose.

The question raised

Whether the described transaction 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

To apply the special regime, the transaction must be carried out within the commercial sphere pursuant to Law 3/2009 and comply with Article 76.1.a) of the LIS. The regime shall not apply if the primary objective is tax fraud or evasion, or if there are no valid economic reasons such as the restructuring or rationalization of activities. The reasons alleged by the taxpayer could be considered valid, although this depends on the verification of the actual facts and circumstances of the transaction.

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