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V2557-14 30 September 2014 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · unión temporal de empresas

UTEs may qualify for special merger or share exchange regime if meeting commercial and economic requirements

A UTE inquires whether the transfer of its assets or shares may be classified as a merger or non-cash contribution. The DGT determines that the application of the special regime depends on the commercial nature of the operation and the existence of valid economic motives.

The question raised

1. Whether the projected transaction would be objectively classified either as a merger under article 83.1.a) of the TRLIS, or as a non-monetary contribution under article 94 of the TRLIS.

The DGT's ruling

Joint ventures (UTE) are taxpayers for Corporate Income Tax purposes and may apply the special merger regime if the transaction produces results equivalent to those described in the TRLIS. The global transfer of assets and liabilities with liquidation does not allow for the special regime. The exchange of shares is applicable if the majority of voting rights are acquired and residency requirements are met. Transactions must respond to valid economic motives, such as the improvement of solvency, to avoid the application of article 96.2 of the TRLIS.

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