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V2521-23 19 September 2023 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión

Mergers may qualify for special tax regime if they comply with Structural Changes Act and CIT

A query was raised regarding whether the absorption of one entity by another may qualify for the special tax regime for mergers. The DGT indicates that it must meet the requirements of Law 3/2009 and Article 76.1(a) of the Corporate Income Tax Act (LIS), provided its primary purpose is not tax fraud or evasion.

The question raised

1) Whether the transaction may qualify for the special tax regime under Chapter VII of Title VII of Law 27/2014 on Corporate Income Tax (hereinafter, LIS).

The DGT's ruling

To apply the special merger regime, the transaction must be carried out in a commercial context under Law 3/2009 and comply with Article 76.1.a) of the LIS. The regime shall not apply if the primary objective is fraud, evasion, or the mere obtaining of a tax advantage without valid economic reasons. The Administration shall determine the existence of such reasons through a factual examination of the transaction.

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