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V1041-19 10 May 2019 · SG de Impuestos Patrimoniales, Tasas y Precios Públicos Criterion in force
ITPAJD · fusión por absorción

Name change of an awardee due to merger is not subject to ITP or AJD tax

A joint venture (UTE) enquired whether changing the awardee company following a merger by absorption triggered a new taxable event for ITP regarding the concession. The DGT ruled that there is no transfer of assets and no obligation to pay tax on the variable AJD quota.

The question raised

Whether, in the event that the aforementioned merger by absorption takes place and the City Council authorizes the change of the successful bidder, this would constitute a new taxable event entailing the obligation of the new successful bidder to pay Transfer Tax for the concept of concession, or if, conversely, said operation would be exempt from taxation.

The DGT's ruling

The deed documenting the change of name of the successful bidder due to a merger is not subject to transfer tax because it does not involve any transfer of assets. Likewise, it is not subject to the variable rate of Stamp Duty because the requirement that the deed must have as its object a valuable amount or thing is not met, as it is a formal modification without economic content. The absorbing company is the universal successor to the rights and obligations of the absorbed company.

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