Skip to content
Back to index
V2569-14 1 October 2014 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión parcial

Potential application of special Corporate Tax regime to share contributions and business line demergers

A cosmetics company intends to have its shareholders contribute their shares to new companies, followed by the demerger of its real estate leasing business line. The Directorate General for Taxes (DGT) rules that these operations may qualify for the special Corporate Tax regime, provided the requirements regarding business lines and economic motives are met.

The question raised

1) Whether the intended operations may qualify for the special regime provided for in Chapter VIII of Title VII of the consolidated text of the Corporate Income Tax Law, and whether the reasons stated are considered economically valid for these purposes.

The DGT's ruling

Contributions of social shares by natural persons may qualify for the special regime if the recipient entity is a resident, the contributor maintains at least 5% of the equity, and holds the shares uninterruptedly during the previous year. The partial spin-off of a line of business is valid for the special regime if the segregated assets constitute an autonomous economic unit and the transferring entity maintains another line of business. The motives of decoupling risks and channeling investments are considered economically valid. Under ITPAJD, these restructuring operations are not subject to corporate operations and are exempt in onerous transfers and documented acts.

Book your free first meeting