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V2488-22 1 December 2022 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión total

Full dissolution of a company may qualify for IS special regime and exempt partners from IRPF under certain conditions

A real estate leasing company asks whether its full dissolution into three new entities can apply to the IS special regime. The DGT states this is possible if legal requirements and valid economic reasons are met, allowing partners not to include income in their IRPF.

The DGT's ruling

A total demerger may qualify for the special regime under the LIS if the shareholders receive shares proportional to their previous holding. Negative tax bases and deductions are transferred as established in Article 84 of the LIS. Under IRPF, shareholders might not have to include income if the special regime is applied. For VAT, the transaction shall not be subject to tax if an autonomous economic unit is transferred. IBI will not accrue if the circumstances of the second additional provision of the LIS are met. ITP and AJD shall not apply as it is an exempt restructuring operation.

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