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The query examines whether a total demerger and share swap can qualify for the special tax regime under the TRLIS. The DGT rules that this is possible provided that all legal requirements are satisfied and the primary purpose of the transaction is not tax evasion or obtaining an undue tax advantage.
Question posed: Whether the described operations of total spin-off and share exchange may qualify for the special tax regime of Chapter VIII, Title VII of the Recast Text of the Corporate Income Tax Law approved by Royal Legislative Decree 4/2004, of March 5.
For a total spin-off, if carried out under Law 3/2009 and the partners receive proportional shares, the conditions of the TRLIS are met without the requirement that the assets be business units. In a share exchange, the acquiring entity is required to obtain the majority of voting rights and comply with residency and valuation requirements. Finally, the application of the regime requires that the operation responds to valid economic motives, such as restructuring or rationalization, and not to a mere tax purpose.
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