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V2098-16 13 May 2016 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · rama de actividad

Possibility of applying the special Corporate Income Tax regime to contributions of a business undertaking, share exchanges, and mergers

A taxpayer inquires whether a series of restructuring operations (contribution of a business undertaking, share exchange, and merger) may qualify for the special Corporate Income Tax regime. The DGT determines that this is possible provided that the legal requirements are met and valid economic reasons exist.

The question raised

1) Whether the described operations may 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

The contribution of a business undertaking qualifies for the special regime if the assets constitute an autonomous economic unit that allows for the conduct of an economic activity within the acquiring entity. The share exchange is applicable if the acquiring entity obtains the majority of voting rights and the requirements of Article 80 of the LIS are met. A merger by absorption may qualify for the regime if carried out in accordance with commercial regulations and possesses valid economic reasons, rather than being for purely tax purposes. Regarding the ITP and ISD, no tax shall accrue on transfers of urban land derived from these restructuring operations, except for contributions of elements that do not constitute a business undertaking.

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