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V1401-14 27 May 2014 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión por absorción

Merger by absorption may qualify for special tax regime if commercial and economic requirements are met

A query was raised regarding whether a merger by absorption between two companies with identical shareholders can apply the special tax regime. The DGT indicates that this is possible provided it is carried out under the Structural Changes Act and is supported by valid economic reasons.

The question raised

Whether the described operation may qualify for the special tax regime of Chapter VIII, Title VII of the Recast Text of the Corporate Income Tax Law approved by Royal Legislative Decree 4/2004, of March 5.

The DGT's ruling

The operation may qualify for the special regime of the TRLIS if it is carried out within the commercial sphere pursuant to Law 3/2009 and complies with Article 83.1 of the TRLIS. To avoid the application of Article 96.2, the operation must respond to valid economic motives, such as the restructuring or rationalization of activities, and must not have tax advantage as its primary purpose. The alleged motives of structural simplification and cost reduction may be considered valid.

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