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V1482-18 30 May 2018 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Special reorganization regime applicable to exchanges, mergers and contributions if valid economic reasons exist

A company has requested a ruling on whether a series of restructuring operations (exchange of securities, merger, partial spin-off and asset contribution) can qualify for the special Corporate Tax regime. The DGT determines that the exchange, merger and contribution may apply the regime if legal requirements are met, but the proposed partial spin-off cannot, as it constitutes a separation of partners rather than a genuine spin-off.

The question raised

Whether the described operations 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

The exchange of securities and the contribution of assets may qualify for the special regime if the entity acquires the majority of voting rights and the requirements of Article 80 of the LIS are met. The merger may qualify for the regime if it is carried out in accordance with commercial regulations and complies with Article 76.1 of the LIS. A partial spin-off cannot qualify for the regime if it does not constitute an autonomous line of business or if it functions as a separation of partners. For all operations, the objective must be economic and not merely fiscal pursuant to Article 89.2 of the LIS.

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