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V2260-14 3 September 2014 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Fusion regime may apply if economically valid reasons exist

A company asks whether a merger between several entities can benefit from the special tax regime and whether its motives are economically sound. The DGT responds that if the merger meets commercial and fiscal requirements and is driven by restructuring or rationalisation rather than fraud, the special regime may apply.

The question raised

Whether the application of the special regime under Chapter VIII of Title VII of the Recast Text of the Corporate Income Tax Law is appropriate for the proposed transaction, and whether the alleged motives are considered economically valid for these purposes.

The DGT's ruling

The transaction may qualify for the special regime if carried out under the Structural Changes Law and complies with Article 83.1 of the TRLIS. The alleged motives (accounting revaluation, improvement of financial position, cash pooling, and reduction of management costs) are considered economically valid pursuant to Article 96.2 of the TRLIS. The existence of tax loss carryforwards does not invalidate the regime if the predominant purpose is not their exploitation. The offsetting of such losses in the absorbing company shall be subject to the limits set forth in Article 90 of the TRLIS.

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