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V1354-22 13 June 2022 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

A merger may qualify for special tax regime if commercial requirements are met and valid economic reasons exist

A query was raised regarding whether a merger between two Spanish entities can benefit from the special tax regime. The DGT indicates that to qualify, the operation must comply with commercial regulations and Article 76.1.c) of the Corporate Income Tax Act, and must not have the primary purpose of tax fraud or evasion.

The question raised

Whether the described transaction may qualify for 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 under Law 3/2009 and comply with Article 76.1.c) of the LIS. Likewise, pursuant to Article 89.2 of the LIS, the transaction must not have the primary objective of tax fraud or evasion, but must instead respond to valid economic reasons. The reasons of centralization, efficiency, and simplification described could be considered valid, although their classification depends on the facts and circumstances of the transaction.

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