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V1881-14 14 July 2014 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusión

Mergers may qualify for special Corporate Tax regime if valid economic reasons exist and Companies Act is met

The query examines whether a merger operation can apply the special Corporate Tax regime. The DGT rules that it is possible if carried out under the Companies Act, meets the requirements of the TRLIS, and is driven by valid economic reasons rather than mere tax advantages.

The question raised

1) Whether the described operation may qualify for the special tax regime of Chapter VIII, Title VII of the Recast Text of the Corporate Income Tax Law approved by Royal Legislative Decree 4/2004, of March 5.

The DGT's ruling

To apply the special merger regime, the operation must be carried out within the commercial sphere pursuant to Law 3/2009 and comply with Article 83.1 of the TRLIS. It is essential that the operation has valid economic motives, such as the restructuring or rationalization of activities, and that its primary objective is not tax fraud or evasion. The existence of negative tax bases does not prevent the application of the regime if the activities are maintained and the financial situation is strengthened.

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