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V1069-14 14 April 2014 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Mergers may qualify for special regime if valid economic reasons exist beyond tax advantages

Consulting companies have enquired whether their merger operation can apply the special Corporate Tax regime and if their motives are economically valid. The DGT responds that, provided the merger meets commercial and tax requirements, it may apply said regime as long as its primary purpose is not tax advantage.

The question raised

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 transaction, and whether the alleged motives are considered economically valid for these purposes.

The DGT's ruling

To apply the special merger regime, the transaction must be carried out within a commercial scope pursuant to Law 3/2009 and comply with Article 83.1 of the TRLIS. The alleged motives (unifying activity, reducing costs, improving solvency) may be considered economically valid under Article 96.2 of the TRLIS. The existence of tax loss carryforwards in the absorbed company does not invalidate the regime if the predominant purpose is not their exploitation. The offsetting of said tax losses shall be subject to the limits of Article 90 of the TRLIS and the 41st transitional provision.

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What is published here, applied to a company or a specific case. The first meeting is free.

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