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V2108-15 10 July 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión por absorción

Mergers, exchanges of securities, and demergers may qualify for the special regime if they meet commercial and economic requirements

A consulting entity asks whether various restructuring operations (merger, exchange of securities, and demerger) may apply the special tax regime of the Corporate Income Tax. The DGT responds that it is possible provided that the requirements of the LIS and commercial regulations are met, and that the motives of centralization and management optimization are considered valid economic reasons.

The question raised

Whether the aforementioned operations may qualify for the special tax regime of Chapter VIII of Title VII of the Recast Text of the Corporate Income Tax Law, approved by Royal Legislative Decree 4/2004, of March 5.

The DGT's ruling

For mergers, the special regime applies if they are carried out within the commercial sphere pursuant to Law 3/2009 and comply with article 76.1.a) of the LIS. In an exchange of securities, it is required that the entity acquires the majority of voting rights and that the requirements of article 80 of the LIS are met. In a partial demerger, the segregated assets must consist of majority holdings and the demerged entity must maintain a line of business or similar holdings. Finally, to avoid the application of article 89.2 of the LIS, the operations must respond to valid economic motives and not to the mere pursuit of a tax advantage.

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