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V1355-22 13 June 2022 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión

Mergers may qualify for special regime if carried out under the Structural Changes Act and based on valid economic grounds

A query was raised regarding whether a merger between two Spanish entities could benefit from the special tax regime for reorganisations. The DGT indicates that to qualify, the operation must meet both commercial and tax requirements, and its primary objective must not be tax evasion or tax advantage.

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 within the commercial sphere pursuant to Law 3/2009 and comply with Article 76.1.c) of the LIS. Furthermore, the transaction must respond to valid economic motives, such as the rationalization of activities, and must not have the primary purpose of obtaining a tax advantage. The validity of the economic motives is a question of fact that the Administration may verify.

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