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V1157-21 29 April 2021 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

A merger may qualify for the special regime if it meets commercial and tax requirements and has valid economic reasons

It is consulted whether a merger operation may apply the special regime of the Corporate Income Tax Law and whether valid economic reasons exist. The DGT indicates that it must comply with commercial regulations and the requirements of Article 76.1.a) of the LIS, in addition to not having fraud or tax advantage as its primary purpose.

The question raised

Question posed: Whether the described operation may qualify for the tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax and whether valid economic reasons exist.

The DGT's ruling

To apply the special regime, the operation must be carried out in the commercial sphere according to Law 3/2009 and comply with Article 76.1.a) of the LIS. The regime will not apply if the primary objective is fraud or tax evasion, or if there are no valid economic reasons such as the restructuring or rationalization of activities. The reasons alleged by the taxpayer could be considered valid, although their final classification depends on the actual facts and circumstances of the operation.

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