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V1941-15 19 June 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

The special regime for mergers, demergers, and exchanges of shares may be applied if valid economic reasons exist

An entity inquires whether a series of operations involving an exchange of shares, a total demerger, and a merger by absorption may qualify for the special tax regime of the LIS. The DGT responds that this is possible provided that the legal requirements are met and the primary purpose of the operation is not tax advantage.

The question raised

Question raised 1) Whether the described operations of exchange of shares, demerger, and merger may qualify for the special tax regime of Chapter VII of Title VII of the Corporate Income Tax Law 27/2014, of November 27.

The DGT's ruling

The exchange of shares requires that the acquiring entity obtains the majority of voting rights and that the requirements of Article 80 of the LIS are met. A total demerger is applicable if it is carried out within a commercial context and does not alter the proportionality of the shareholders, allowing for the transfer of tax loss carryforwards. A merger by absorption requires compliance with both commercial law and the LIS, provided that the operation does not have the primary objective of tax fraud or evasion through the pursuit of a tax advantage without valid economic reasons.

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