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V1691-15 29 May 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión por absorción

Possibility of applying the special regime for mergers, exchanges, and demergers under commercial conditions and valid economic motives

A company inquires whether a series of merger, securities exchange, and total demerger operations may qualify for the special tax regime of the Corporate Income Tax Act. The DGT responds that this is possible provided that commercial and tax requirements are met, and that the economic motives alleged for the restructuring are valid.

The question raised

Question posed: Whether the proposed operation could qualify for the special tax regime regulated in Chapter VII of Title VII of the Corporate Income Tax Act, and whether the economic motives can be considered valid for the purposes of applying the aforementioned special regime.

The DGT's ruling

Merger, securities exchange, and demerger operations may qualify for the special regime of the Corporate Income Tax Act if they are carried out in accordance with commercial regulations and fulfill the requirements of the law. In a securities exchange, the beneficiary entity must be a resident in Spain or fall within the scope of Directive 2009/133/EC. For a proportional total demerger, it is not necessary for the segregated assets to constitute business lines. The regime shall not apply if the primary objective is tax fraud or evasion, but the motives of restructuring and rationalization of activities are considered economically valid.

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What is published here, applied to a company or a specific case. The first meeting is free.

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