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V2027-25 29 October 2025 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión parcial

Requirements for fiscal neutrality in partial splits: need for an autonomous activity branch

An immovable property company asks whether it can carry out a partial split of assets to create three new companies without taxing capital gains. The DGT responds that the operation does not qualify as a partial split if the segregated immovable assets do not constitute distinct activity branches with separate organisational and management structures.

The question raised

Whether the described operation may 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 tax neutrality regime in a partial demerger, the segregated assets must constitute a line of business that is an autonomous economic unit capable of operating by its own means. This requires a distinct business organization that allows for the identification of an asset pool intended for its own economic exploitation. If the segregation merely consists of transferring isolated real estate assets without a management and organization that distinguishes them from the activity of the transferor, it is not considered a partial demerger for the purposes of Article 76.2.1º b) of the Corporate Income Tax Law.

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