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V2658-14 8 October 2014 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · diferencia de fusión

Treatment of convertible bonds, impairments and negative income in the calculation of merger differences

A query was raised regarding how to quantify the difference between the acquisition price of a share and the equity in a merger. The DGT clarifies which elements constitute equity and how accounting restatement affects the calculation.

The question raised

1. Whether the following must be considered to quantify goodwill:

The DGT's ruling

Convertible obligations with consideration of external financing do not form part of the equity for the calculation of the merger difference. Impairments established by legal financial restructuring rules must be included in the equity, even if they have not been accounted for. Negative income obtained by the absorbed company between the acquisition and the dissolution, imputed to the absorbing company by accounting retroactivity, does not reduce the equity. The transfer of profit and loss accounts to reserves by accounting retroactivity does not constitute the generation of income.

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