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A family company owned by a father and his three children proposed a total proportional split into two new companies, allocating shares proportionally to their original participation. The DGT confirmed that the operation falls under the fiscal neutrality regime of the LIS, as the proportional distribution does not require the split assets to be business branches, and the objective of separating management to facilitate family succession is considered a valid economic purpose.
Question posed: Whether the proposed total spin-off operation would objectively qualify within the special regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax (hereinafter, LIS).
The total spin-off in which the partners receive shares in each beneficiary in proportion to their shareholding in the spun-off company complies with Article 76.2.1.a) of the LIS without the need for the asset blocks to be business lines, because Article 76.2.2. only requires business lines when the distribution is non-proportional. If the operation complies with Royal Decree-Law 5/2023, the income revealed is not integrated into the transferor or the natural person partners (Articles 77 and 81 LIS), and the tax values of the assets and the shares received are inherited from those transferred (Article 78 LIS and Article 37.3 LIRPF). The objective of separating management to prevent conflicts between partners and facilitate the peaceful succession of the controlling shareholder was accepted as a valid economic reason.
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