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V2461-14 18 September 2014 · SG de Impuestos Patrimoniales, Tasas y Precios Públicos Criterion in force
ITPAJD · operaciones societarias

The exemption from Transfer Tax and Stamp Duty is not applicable to a merger carried out via a German deed outside of Spain

A German company asks whether the exemption for corporate operations regarding Transfer Tax and Stamp Duty applies to a German merger deed for the purpose of registering assets in Spain. The DGT responds that, as the restructuring is carried out outside the national territory, neither Spanish regulations nor their exemption apply.

The question raised

Question posed: Clarification is requested regarding the previous response, specifying whether, in the case of the German deed recording the merger process, in which the real estate assets received will be detailed in order to proceed with their registration in the Property Registry under the ownership of the absorbing company, the exemption provided for in Article 45.I.B. of the Consolidated Text of the Transfer Tax and Stamp Duty would be applicable.

The DGT's ruling

The exemption under Article 45.I.B.10 of the TRLITPAJD requires that the operation be carried out within the territorial scope of application of the tax. In the case of a German deed recording a merger, it constitutes a restructuring carried out outside of Spain. Therefore, Spanish regulations are not applicable to determine its liability or its exemption.

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