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V2667-16 14 June 2016 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Special merger regime applicable if based on valid economic grounds rather than purely tax advantages

An entity queried whether a merger between its subsidiaries could qualify for the special tax regime. The DGT ruled that this is possible provided the transaction meets both commercial and tax requirements, and is carried out for valid economic reasons rather than solely to obtain a tax advantage.

The question raised

Whether the described operation may benefit from the special tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.

The DGT's ruling

To benefit from the special merger regime, the operation must be carried out within the commercial sphere pursuant to Law 3/2009 and comply with Article 76.1.c) of the LIS. The regime shall not apply if the primary objective is tax fraud or evasion, or if it lacks valid economic reasons such as the restructuring or rationalization of activities. The economic reasons set forth by the applicant are considered valid. The existence of tax loss carryforwards does not invalidate the regime if the entities are operational and the purpose is not the exploitation of said losses.

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