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V2128-22 11 October 2022 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión

Mergers may qualify for special tax regime if carried out for valid economic reasons

A query was raised regarding whether a merger operation, in which one entity absorbs others, can apply the special Corporate Tax regime. The Directorate General for Taxes (DGT) indicates that if the operation meets commercial and tax requirements and is driven by valid economic motives, it may qualify for said regime.

The DGT's ruling

To apply the special merger regime, the transaction must comply with the terms of Article 76.1 of the LIS and be carried out under Law 3/2009. The regime shall not apply if the primary objective is tax fraud or evasion, or if there are no valid economic reasons such as the restructuring or rationalization of activities. Reasons of organizational simplification, rationalization of resources, and operational efficiency could be considered valid, although their classification depends on the specific facts.

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