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V2668-20 17 August 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión total

Total demergers may qualify for tax neutrality if valid economic reasons exist

A company specialising in residential leasing is proposing a total demerger to separate its leasing, development, and SOCIMI creation activities. The Directorate General for Taxes (DGT) has ruled that the transaction could qualify for the special tax neutrality regime, provided it is demonstrated that valid economic reasons exist beyond mere tax advantages.

The question raised

1. Whether the indicated total demerger operation may qualify for the special regime of tax neutrality, considering that the stated economic reasons are valid in accordance with Article 89.2 of the Corporate Income Tax Act.

The DGT's ruling

The total demerger operation may qualify for the special regime of the Corporate Income Tax Act if it meets the requirements of the Structural Modifications Law and is carried out for valid economic reasons. The creation of a company capable of being a SOCIMI is presumed to be a valid economic reason according to Law 11/2009. In the event of universal succession, the beneficiary entities subrogate the tax rights and obligations, including the continuity of tax benefits if the requirements are met. The rebates of the leasing regime shall not be regularized if the maintenance periods are subsequently met by the new entities.

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