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V2249-19 20 August 2019 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Merger may qualify for special regime if driven by valid economic reasons rather than tax advantages

The applicant asks whether their projected operation can qualify for the special merger regime under Corporate Income Tax. The DGT indicates that to do so, it must meet both commercial and tax requirements, and that the transaction must be driven by valid economic reasons rather than having the primary purpose of tax fraud or evasion.

The question raised

Possibility that the projected transaction may qualify for the special tax regime regulated 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 a commercial scope pursuant to Law 3/2009 and comply with Article 76.1 of the LIS. The regime shall not apply if the primary objective is fraud, evasion, or if there are no valid economic reasons, such as the restructuring or rationalization of activities. Optimization and elimination of redundant structures motives could be considered valid, although this depends on the verification of the facts.

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