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V2089-16 13 May 2016 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión parcial

Partial demergers and contributions of shares may qualify for special Corporate Tax regime under certain conditions

A company enquired whether its partial demerger of business lines and the subsequent contribution of shares by partners to a holding company could benefit from the special tax regime. The DGT ruled that this is possible provided the requirements regarding business lines, minimum shareholding, and valid economic reasons are met.

The question raised

Whether the described operations of partial demerger and non-monetary contribution could qualify for 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

A partial demerger may qualify for the special regime if the segregated assets constitute an autonomous economic unit and the transferring entity maintains at least one other business line. For the non-monetary contribution of shares by natural persons, it is required that these represent at least 5% of equity and that the contributor maintains said shareholding following the transaction. Both operations must respond to valid economic reasons and must not have tax advantage as their primary purpose.

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