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V2144-14 4 August 2014 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · canje de valores

Reasons for restructuring via share exchange and merger may be economically valid for the special regime

A real estate company has enquired whether a share exchange followed by an improper merger possesses valid economic reasons to apply the special Corporate Income Tax regime. The DGT responds that the reasons presented may be considered valid and analyses the taxation implications regarding VAT, Personal Income Tax, Transfer Tax and Stamp Duty, and Inheritance and Gift Tax.

The question raised

1. Whether the reasons set forth in the written inquiry may be considered valid economic reasons for the purpose of applying the special regime of Chapter VIII of Title VII of the TRLIS.

The DGT's ruling

The reasons of increased solvency, cost reduction, and structural simplification may be economically valid pursuant to Art. 96.2 of the TRLIS. If the requirements of Art. 87 of the TRLIS are met, the exchange of securities shall not constitute income for the purposes of the partners' Personal Income Tax (IRPF). The merger operation may qualify for the special regime if it complies with commercial law and Art. 83.1.c) of the TRLIS. Regarding the IIVTNU, no tax liability shall arise if the operation qualifies for the special regime under Chapter VIII of Title VII of the TRLIS.

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