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V1571-19 25 June 2019 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión por absorción

Mergers by absorption may qualify for special Corporate Tax regime if legal requirements and valid economic reasons are met

The applicant asks whether a merger by absorption can apply the special tax regime for mergers. The DGT rules that this is possible provided the transaction complies with Article 76.1.a) of the Corporate Tax Act and its primary purpose is not tax evasion or tax advantage.

The question raised

Whether the special tax regime set forth in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax, is applicable to the proposed merger by absorption transaction.

The DGT's ruling

To apply the special merger regime, the transaction must comply with the provisions of Article 76.1.a) of the LIS and be carried out within the commercial sphere pursuant to Law 3/2009. The regime shall not apply if the primary objective is tax fraud or evasion, or if there are no valid economic reasons such as the restructuring or rationalization of activities. The determination of whether the alleged reasons are valid is a question of fact that the Administration may verify.

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