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V2551-20 28 July 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión total

Special spin-off regime applicable if LIS requirements are met and valid economic reasons exist

The taxpayer asks whether a total spin-off into two new entities can qualify for the special merger and spin-off regime. The DGT indicates that this may apply if the operation meets the requirements of the Corporate Income Tax Act (LIS) and is carried out for valid economic reasons rather than purely tax-driven purposes.

The question raised

Inquiry is made regarding the possibility of qualifying for the special regime for mergers, spin-offs, asset contributions, exchange of securities, and change of registered office of a European Company or a European Cooperative Society from one Member State to another within the European Union, concerning the proposed operation: the total spin-off of the consulting entity, which will divide its entire assets in a block by universal succession through the creation of two new entities, for the purposes of optimizing and rationalizing management and improving the development of the activities performed.

The DGT's ruling

If the spin-off is carried out commercially pursuant to Law 3/2009 and the shareholders receive shares in proportion to their previous holding, the requirements of Article 76.2.1ºa) of the LIS are met without the need for the assets to be business branches. However, to apply the special regime, the operation must not have the objective of tax fraud or evasion, and must respond to valid economic motives such as the restructuring or rationalization of activities.

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