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V1858-17 13 July 2017 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión

Merger of a SICAV into an investment fund may qualify for special Corporate Tax regime

A query was raised regarding whether the merger of a SICAV, through the transfer of its assets to an investment fund, can benefit from the special tax regime for mergers. The Directorate General for Taxes (DGT) ruled that this is possible provided the requirements of Article 76.1 of the Corporate Tax Act are met and valid economic reasons exist.

The question raised

1. Whether the described merger operation may qualify for the special tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.

The DGT's ruling

The operation may qualify for the special regime under the Corporate Income Tax Act if it is carried out within a commercial scope and complies with Article 76.1. To avoid the application of Article 89.2, the merger must respond to valid economic reasons such as the improvement of investment policy, increased liquidity, or cost reduction. Regarding the Personal Income Tax and Non-Resident Income Tax Act, the operation is considered a restructuring, therefore it is not subject to the corporate operations modality and is exempt from onerous asset transfers and documented legal acts.

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