A professional body inquires whether the acquisition of all assets and liabilities of an entity via a global assignment of assets and liabilities allows application of the special tax neutrality regime. The DGT responds that this operation does not correspond to the provisions set out in the law and therefore cannot benefit from such regime.
Whether the described operation meets the requirements to benefit from the tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax. Whether the economic reasons indicated for the application of the special tax regime are considered valid. Whether the negative tax bases to be offset by entity A are compensable at the taxpayer's level. Whether the financial expenses of entity A are deductible at the taxpayer's level. In the event that the special tax regime is not deemed applicable, it is requested that, should the operation take place, the taxation applicable under the Transfer Tax and Stamp Duty Act be detailed for the following concepts: “corporate operations”, for the dissolution of the transferring company in accordance with the provisions of art. 19.1.1º of the TR of the ITPAJD; “onerous asset transfers”, for the transfer of real estate included in the transfer of a business assets, art. 7.5 of the TR of the ITPAJD.
The global transfer of assets and liabilities regulated in Article 72.1 of Royal Decree-Law 5/2023 is not one of the merger, spin-off, contribution of assets, or exchange of securities operations provided for in Article 76 of the LIS. As it does not meet the requirements of Article 76.6 of the LIS, the operation cannot benefit from the special tax neutrality regime. Consequently, the transferred elements must be valued at their market value.