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V1694-17 29 June 2017 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión

Merger of companies may qualify for special IS regime if valid economic reasons exist

The DGT responds that a merger between two companies carried out by a third party may apply to the special IS regime if commercial and economic conditions are met, although the transfer of specific assets may be subject to VAT.

The question raised

1) Whether the described transaction may qualify for the tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27.

The DGT's ruling

The transaction may qualify for the special Corporate Income Tax regime if it is carried out within a commercial scope pursuant to Law 3/2009 and complies with Art. 76.1.a) of the LIS. The economic rationalization grounds presented are considered valid to avoid the application of Art. 89.2 of the LIS. Regarding VAT, the transfer does not constitute an autonomous economic unit, and is therefore considered a mere transfer of assets subject to the tax. For ITPAJD, the transaction is a non-taxable and exempt restructuring.

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