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V2694-14 9 October 2014 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión por absorción

Absorption merger may qualify for special corporate tax regime, exempt from VAT and ITP/AJD

A consultancy firm seeks to absorb another to consolidate its commercial and industrial network. The DGT assesses whether the transaction meets the criteria for the special corporate tax regime, VAT exemption, and ITP/AJD exemption.

The question raised

Whether Chapter VIII of Title VII of Royal Legislative Decree 4/2004 is applicable to both the partners and the referred companies regarding the previously described business reorganization operation by merger through absorption and with respect to the aforementioned taxes.

The DGT's ruling

If the merger meets the commercial requirements and has valid economic motives, it may benefit from the special Corporate Income Tax regime, allowing for the offsetting of negative tax bases within the limits of art. 90.3 TRLIS. The transfer of elements of an autonomous economic unit is not subject to VAT, even if the premises are transferred via lease. Finally, the operation is a restructuring that is not subject to the corporate operations modality of the ITPAJD and is exempt under the modalities of onerous transfers and documented legal acts.

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