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V1878-19 18 July 2019 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión total

Total demergers may qualify for special tax regime if carried out for valid economic reasons

A query was raised regarding whether a company demerger can apply the special tax regime for mergers and demergers. The DGT indicates that if the operation meets commercial requirements and the allocation of values is proportional, it may qualify for the regime, provided its primary purpose is not tax advantage.

The question raised

Possibility that the projected operation may qualify for the special tax regime regulated in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.

The DGT's ruling

If the spin-off is carried out within the commercial sphere pursuant to Law 3/2009 and the partners receive shares in the beneficiary entities in proportion to their previous holding, the requirements of Article 76.2.1.a) of the LIS are met. Notwithstanding, to apply the special regime, the operation must not have fraud or tax evasion as its principal objective, and must respond to valid economic reasons rather than the mere pursuit of a tax advantage.

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