Skip to content
Back to index
V2249-22 26 October 2022 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión por absorción

Mergers of real estate companies may qualify for special tax regimes (CIT, ITPAJD, and IIVTNU)

A real estate company proposes to absorb another to simplify its structure and improve solvency. The DGT examines whether the transaction meets the requirements to apply special regimes under Corporate Income Tax, ITPAJD, IIVTNU, and VAT.

The DGT's ruling

The transaction may qualify for the special Corporate Income Tax regime if it is carried out within a commercial scope and the economic motives are valid. Under the Personal Income Tax and Non-Resident Income Tax (ITPAJD), the merger is considered a restructuring operation, and therefore is not subject to the corporate operations modality and is exempt from the onerous transfers and documented legal acts modalities. Regarding the Inheritance and Gift Tax (IIVTNU), it shall not accrue if the circumstances of the second additional provision of the Corporate Income Tax Law (LIS) are met. Under VAT, the transfer of real estate is considered a mere transfer of goods subject to the tax, although it could be exempt if it involves second or subsequent deliveries of buildings.

Book your free first meeting