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V2218-22 24 October 2022 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión

Mergers may qualify for special regime if carried out for valid economic reasons and not for fraud

A query was raised regarding whether projected merger operations could qualify for the special regime under the Corporate Income Tax Act (LIS). The Directorate General for Taxes (DGT) indicates that, provided they meet commercial requirements and comply with Article 76.1 of the LIS, they may apply as long as their primary objective is not fraud or tax advantage.

The DGT's ruling

To apply the special merger regime, the operations must comply with the provisions of Law 3/2009 and Article 76.1 of the LIS. Said regime shall not apply if the primary objective of the operation is fraud, evasion, or the mere obtaining of a tax advantage without valid economic reasons. The motives of structural rationalization, simplification of assets, and efficiency of financial flows could be considered economically valid, although their classification depends on the facts and circumstances of each case.

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