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V2329-23 10 August 2023 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión parcial

Special regime for partial demergers may apply if an autonomous line of business is transferred

The query examines whether a partial demerger can qualify for the special regime under the Corporate Tax Act. The DGT rules that this is possible provided the segregated assets constitute a line of business with its own organisation and the transaction is supported by valid economic reasons.

The question raised

Question posed: Whether the special regime for mergers, spin-offs, asset contributions, and exchange of securities provided for in Chapter VII of Law 27/2014 on Corporate Income Tax can be applied to a partial spin-off operation.

The DGT's ruling

To apply the special regime, the spin-off must transfer a branch of activity that constitutes an autonomous economic unit capable of operating by its own means. This branch must be previously identified within the transferring entity and possess a distinct business organization. Furthermore, the primary objective of the operation must not be the attainment of a tax advantage, but rather valid economic motives such as the restructuring or rationalization of activities.

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