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V1878-14 14 July 2014 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Mergers may qualify for special regime if carried out for valid economic reasons and not for fraud

The applicant asks whether a corporate restructuring can qualify for the special merger regime and if its underlying motives are valid. The DGT indicates that if the operation meets the requirements of the TRLIS and is carried out for economic reasons rather than to obtain a tax advantage, said regime may be applied.

The question raised

Question posed: Whether the proposed restructuring operation could benefit from the special tax regime regulated in Chapter VIII of Title VII of the consolidated text of the Corporate Income Tax Law. And whether the economic motives can be considered valid for the purposes of applying the aforementioned special regime.

The DGT's ruling

To benefit from the special merger regime, the operation must comply with the provisions of Article 83.1 of the TRLIS and be carried out within the commercial sphere pursuant to Law 3/2009. 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 motives of reorganizing assets, simplifying the corporate structure, centralizing management, improving the financial position, or leveraging economies of scale are considered economically valid.

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