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A query was raised regarding whether a merger by absorption of a wholly-owned subsidiary can qualify for the special regime under the Corporate Income Tax Law. The Directorate General of Taxes (DGT) ruled that if the transaction meets commercial requirements and serves rationalisation or restructuring purposes, it is considered economically valid for the purposes of said regime.
Question posed: Whether the application of the special regime of Chapter VIII of Title VII of the consolidated text of the Corporate Income Tax Law is appropriate for the proposed transaction. And whether the alleged reasons are considered economically valid for these purposes.
To benefit from the special merger regime, the transaction must comply with the terms of Article 83.1 of the TRLIS and be carried out for valid economic reasons, such as the restructuring or rationalization of activities. The existence of tax loss carryforwards does not prevent the application of the regime, although the offsetting of these shall be subject to the limits of Article 90 of the TRLIS. Reasons of internal organization and economies of scale are considered economically valid.
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