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V1353-22 13 June 2022 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Mergers may qualify for special tax regime if conducted for valid economic reasons

A query was raised regarding whether a merger between two Spanish entities could qualify for the special tax regime. The DGT indicates that the operation must comply with the requirements of the Companies Act and the Corporate Income Tax Act, and must not have fraud or tax advantage as its primary purpose.

The question raised

Whether the described transaction may benefit from the special tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.

The DGT's ruling

To apply the special regime, the merger must be carried out within the commercial sphere pursuant to Law 3/2009 and comply with Article 76.1.c) of the LIS. Furthermore, the transaction must not have fraud or tax evasion as its primary objective, and must respond to valid economic reasons pursuant to Article 89.2 of the LIS. The described motives of centralization, efficiency, and simplification could be considered valid, although their classification depends on the actual facts and circumstances of the transaction.

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