Skip to content
Back to index
V1530-20 21 May 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión

Mergers and share exchanges may qualify for special regime if sound economic reasons exist

An enterprise group's matrix inquires whether its merger and share exchange operations may benefit from the LIS special regime. The DGT states that this is possible provided legal requirements are met and the operation is not primarily aimed at obtaining tax advantages.

The question raised

Whether the described operations may qualify for 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

Mergers may apply the special regime if they are carried out under Law 3/2009 and comply with Article 76.1.c) of the LIS. The exchange of securities requires that the acquisition allows for the obtaining of the majority of voting rights and that the requirements of Article 80 of the LIS are met. To avoid the application of Article 89.2 of the LIS, the transaction must respond to valid economic reasons and must not have the primary purpose of obtaining a tax advantage. The existence of negative tax bases does not prevent the regime if the merger seeks to improve the financial situation and is not intended to exploit said bases.

Book your free first meeting