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V1906-19 19 July 2019 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Merger may qualify for special regime if carried out for valid economic reasons

A company has requested a ruling on whether the merger of its shares can benefit from the special tax regime under the Corporate Income Tax Act. The DGT indicates that for this to apply, the transaction must meet both commercial and tax requirements, and its primary purpose must not be to obtain a tax advantage.

The question raised

Whether the described transaction could qualify for the 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

To apply the special merger regime, the transaction must be carried out under Law 3/2009 and comply with Article 76.1.c) of the LIS. The regime shall not apply if the primary objective is tax fraud or evasion, or if it lacks valid economic reasons such as the restructuring of activities. The reasons alleged to simplify the structure or reduce costs could be valid if it is verified that they are not part of a liquidation plan and the financial position of the resulting activities is strengthened.

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