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V2215-14 8 August 2014 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión

Mergers, splits and asset transfers may qualify for special IS regime under specific conditions

A financial entity asks whether a reorganisation involving the merger of a company and the transfer of a foreign subsidiary can apply the special IS regime. The DGT responds that it is possible if commercial and corporate law requirements and EU directive conditions are met, provided there are valid economic reasons.

The question raised

1) Whether the operation described by virtue of which entity V is absorbed by the new bank may qualify for the special tax regime of Chapter VIII, 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

Mergers, partial demergers, and contributions of a line of business may qualify for the special regime of the TRLIS if they are carried out within a commercial framework and comply with the requirements of Directive 2009/133/EEC. In demergers and contributions, the segregated assets must constitute an economic unit or a line of business capable of operating on its own. These operations shall not be subject to VAT if the transfer constitutes an autonomous economic unit. Likewise, the restructuring operations defined in the TRLIS are not subject to the corporate operations modality and are exempt from the modalities of asset transfers and documented legal acts in the ITPAJD.

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