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V1808-19 11 July 2019 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Special merger regime applicable if commercial and economic requirements are met

The applicant asks whether a merger operation can qualify for the special Corporate Tax regime and if its underlying motives are valid. The DGT indicates that if the operation complies with commercial regulations and Article 76.1.c) of the LIS, said regime could apply, provided its primary purpose is not to obtain a tax advantage.

The question raised

Question posed: Whether the consulting entity may apply the special regime of Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax to the proposed merger transaction, and whether the economic reasons are considered valid for the purposes of the special regime.

The DGT's ruling

To benefit from the special regime, the transaction must be carried out within the commercial sphere pursuant to Law 3/2009 and comply with Article 76.1.c) of the LIS. 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 mentioned structural simplification reasons could be considered valid, although their assessment depends on the facts.

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