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V2139-20 25 June 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Mergers may qualify for special Corporate Tax regime if commercial requirements are met and valid economic reasons exist

A company enquired whether its merger operations could qualify for the special Corporate Tax regime. The DGT indicates that to do so, they must comply with commercial regulations and Article 76.1 of the Corporate Tax Act, and must not have tax advantage as their primary purpose.

The question raised

1) Whether the described transactions could qualify for the 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

To apply the special merger regime, the transaction must be carried out within the commercial sphere pursuant to Law 3/2009 and comply with Article 76.1 of the LIS. The regime shall not apply if the primary objective is tax fraud or evasion, or if it lacks valid economic motives such as the restructuring or rationalization of activities. The existence of negative tax bases does not invalidate the regime if the activities are maintained and it is not the preponderant purpose of the transaction.

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