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V2590-24 12 December 2024 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · neutralidad fiscal

Tax neutrality may apply to demergers and mergers involving the transfer of business activities

A company has requested a ruling on the tax viability of a restructuring process involving partial demergers and mergers. The DGT has ruled that these operations may qualify for tax neutrality provided that the demerger involves the transfer of a business activity that constitutes an autonomous economic unit.

The question raised

1. Whether the set of companies participating in the restructuring process would be considered a "Group" under the terms of Article 42 of the Commercial Code or, simply, within the meaning of Rule 13 of the Standard for the preparation of annual accounts of the General Accounting Plan.

The DGT's ruling

For a partial spin-off to enjoy tax neutrality, the segregated assets must constitute a line of business that is an economic unit capable of operating on its own. In mergers, if the requirements of the LIS are met, income from the transfer of assets shall not be recognized, nor shall capital gains arise from the cancellation of shares. Individual shareholders shall not recognize income if the tax neutrality regime is applied.

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