Back to index
V1823-18 22 June 2018 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

The application of the special merger regime in Corporate Income Tax requires valid economic reasons and must not have merely tax-driven purposes

A query is made regarding the application of the special merger regime in Corporate Income Tax and the exemption in Transfer Tax/Stamp Duty (ITP/AJD). The DGT indicates that the special Corporate Income Tax regime requires economic reasons that prevail over the tax advantage, and that in ITP/AJD, restructuring operations are exempt.

The question raised

Question raised 1.- Confirm the taxpayer's opinion regarding the appropriate application of the special regime for mergers, spin-offs, contributions of assets, exchange of securities, and change of registered office of a European company or a European Cooperative Society from one Member State to another within the European Union, as contained in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.

The DGT's ruling

To benefit from the special merger regime of the LIS, the operation must be carried out for valid economic reasons and must not have fraud or tax evasion as its primary objective. If the predominant purpose is the utilization of tax loss carryforwards, said regime would not apply. Regarding ITP and AJD, restructuring operations (merger, spin-off, contribution of assets, and exchange of securities) are exempt under the modalities of onerous asset transfers and documented legal acts.

Email
Contact