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V1884-23 29 June 2023 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión por absorción

Mergers by absorption may qualify for special tax neutrality regime if legal requirements are met

A query was raised regarding whether a merger by absorption can apply the special tax neutrality regime. The DGT indicates that if the transaction meets both commercial and Corporate Tax requirements, this regime may be applied, provided its primary objective is not to obtain a tax advantage.

The DGT's ruling

If the merger by absorption is carried out under Law 3/2009 and complies with Article 76.1 of the LIS, it may benefit from the special tax neutrality regime. In the event of an improper merger with a participation of at least 5%, the income from the cancellation of the participation shall not be integrated. However, the regime shall not apply if the primary objective of the transaction is fraud, evasion, or the mere obtaining of a tax advantage without valid economic reasons.

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