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V1480-22 21 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 reasons

A holding company has enquired whether the absorption of two entities can benefit from the special merger regime under Corporate Income Tax. The DGT indicates that it must comply with the requirements of both the Structural Changes Act and the Corporate Income Tax Act, and must not have tax advantage as its primary purpose.

The question raised

Whether the described transaction may benefit from the 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 transaction must be carried out within the commercial sphere pursuant to Law 3/2009 and comply with Article 76.1.a) 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 motives. The described motives of rationalization and simplification could be valid, although their classification depends on the actual facts of the transaction.

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