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V1299-16 30 March 2016 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión total

Special demerger regime may apply if the newly formed entity is a variable capital investment company

A query was raised regarding whether a previous ruling on total demergers remains valid if the resulting company is a variable capital investment company. The DGT confirmed that it does, provided that all commercial and tax regulatory requirements are met.

The question raised

Whether the criterion of ruling V0431-15 would be valid in the event that the newly created company, in order to more adequately manage financial investments and surplus treasury, were a variable capital investment company.

The DGT's ruling

If the operation is carried out under the requirements of commercial regulations, it will meet the conditions for total demerger under Article 76 of the LIS. As it is a proportional total demerger, it is not necessary for the segregated assets to constitute business lines. Therefore, the special regime for mergers, demergers, and asset contributions may be applied, regardless of whether the newly created entity is a variable capital investment company.

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