Back to index
V2553-20 28 July 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Mergers may qualify for special tax regime if commercial requirements are met and valid economic reasons exist

A query was raised regarding whether a merger within a corporate group can apply the special regime under the Corporate Income Tax Act (LIS) and if valid economic reasons exist. The Directorate General for Taxes (DGT) indicates this is possible provided the requirements of the Structural Changes Act and the LIS are met, and the primary purpose is not merely tax-driven.

The question raised

Whether the described operation may qualify for the tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax and whether valid economic motives exist.

The DGT's ruling

To apply the special regime, the merger must be carried out within the commercial sphere pursuant to Law 3/2009 and comply with Articles 76.1 a) and c) of the LIS. The economic motives must be valid, such as the reorganization or rationalization of activities, and must not have fraud or tax evasion as their primary objective. The existence of negative tax bases does not invalidate the regime if the activities are maintained and it is not the preponderant purpose. A future donation of shares could invalidate the regime if the merger is considered merely preparatory for said donation.

Book your free first meeting