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V2009-19 1 August 2019 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Mergers may qualify for special Corporate Tax regime and be exempt from VAT if economic motives and autonomous economic unit requirements are met

A company has proposed a merger to concentrate its real estate activity and simplify its family structure. The DGT indicates that the operation may qualify for the special Corporate Tax regime if it meets commercial and economic requirements, and will not be subject to VAT if the transfer constitutes an autonomous economic unit.

The question raised

1. Whether the proposed merger transaction could be subject to the special 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 regime for corporate income tax mergers, the transaction must be carried out within a commercial context and respond to valid economic motives, rather than a mere tax advantage. Regarding VAT, the transfer shall not be subject to tax if the transferred elements constitute an autonomous economic unit capable of carrying out an activity by its own means. In this case, the transfer of leasing elements together with personnel could meet the condition for non-taxability.

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