A query was raised regarding whether the subsequent transfer of shares between partners following a proportional total demerger would affect the special Corporate Tax regime. The DGT indicates that this could be interpreted as a method to circumvent the requirements for proportional demergers or to execute a non-proportional demerger.
Question posed: Whether possible transfers of shares of companies N2 and N3 between the members of family group 1 and the members of family group 2, as well as possible future acquisitions of shares of company N2 from other shareholders by the members of family group 1 or by company N2 itself, could undermine or affect the eligibility of the total spin-off of company S for the special regime of Chapter VIII of Title VII of the recast text of the Corporate Income Tax Law. That is, whether such transfers would affect the position of this Management Center in its inquiry regarding the classification of the total spin-off operation of company S as a proportional total spin-off for the purposes of Article 83.2.1.a) of the recast text of the Corporate Income Tax Law and the consideration of the described motives as valid economic motives for the purposes of Article 96.2 of said recast text.
A proportional total spin-off followed by a transfer of shares between shareholders may be considered an evasion of the requirements of the special regime, as it would alter the initial distribution and could be equivalent to a non-proportional spin-off. For the operation to maintain its economic validity, such subsequent transfer must be irrelevant in relation to the totality of the operation carried out. The final analysis will depend on the true motives of the operation and on the totality of the concurrent circumstances.
What is published here, applied to a company or a specific case. The first meeting is free.