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V2354-22 14 November 2022 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión total

Non-proportional total demergers may qualify for special tax regime if assets constitute business lines

A company with two distinct activities intends to carry out a non-proportional total demerger to separate its business lines. The DGT examines whether this operation can benefit from the special Corporate Tax regime and its impact on other taxes.

The DGT's ruling

For a non-proportional total spin-off to qualify for the special regime under the LIS, the segregated assets must constitute business lines, understood as autonomous economic units capable of operating by their own means. If these requirements are met and the operation responds to valid economic motives and not merely tax purposes, individual shareholders shall not recognize income for IRPF purposes. Regarding VAT, the transfer shall be not subject if an autonomous economic unit is transferred. Regarding ITPAJD, the operation shall be not subject as it is a corporate transaction and exempt in its other modalities.

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