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A company has enquired whether a merger between two entities with common shareholders can qualify for the special merger regime and if its underlying reasons are economically valid. The DGT has ruled that, provided the transaction meets commercial requirements and those set out in the TRLIS, the special regime may be used, thereby validating the economic grounds cited.
Question posed: Whether the application of the special regime of Chapter VIII of Title VII of the consolidated text of the Corporate Income Tax Law is appropriate for the proposed merger operation, and whether the alleged reasons are considered economically valid for these purposes.
The operation may qualify for the special merger regime if carried out under Law 3/2009 and complies with Article 83.1 of the TRLIS. The reasons of financial improvement, unification of activities, and simplification of structure are considered economically valid. The existence of negative tax bases does not prevent the regime, although the compensation shall be subject to the limits of Articles 90.3 and DT 41 of the TRLIS.
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