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A holding company has enquired whether a reverse merger and a total spin-off can benefit from the special tax regime for business reorganisations. The Directorate General for Taxes (DGT) has ruled that this is possible provided that commercial and tax requirements are met, and that the transaction is driven by valid economic motives rather than being solely for tax purposes.
Question posed: Whether the described operations may benefit from the special tax regime of Chapter VIII, Title VII of the Consolidated Text of the Corporate Income Tax Law approved by Royal Legislative Decree 4/2004, of March 5.
For reverse mergers, if carried out under Law 3/2009 and complying with Article 83.1 of the TRLIS, they may benefit from the special regime without distinguishing the origin of the attributed values. In total demergers, if the attribution to the partners is proportional, it is not necessary for the assets to constitute business lines. Both operations require that the primary motive is not tax fraud or evasion, but rather valid economic motives such as restructuring or generational succession.
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