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V2734-17 25 October 2017 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Mergers may qualify for special tax regime if commercial requirements are met and valid economic reasons exist

The applicant asks whether their merger operation can apply the special tax regime and if their objectives are considered economic. The DGT responds that, provided commercial regulations and Article 76.1.a) of the Corporate Income Tax Act are met, the regime could apply, as long as its primary purpose is not to obtain a tax advantage.

The question raised

Question posed: Whether the special tax regime regulated in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax is applicable, and whether the objectives pursued correspond to a valid economic motive for the purposes of said regime.

The DGT's ruling

To apply the special merger regime, the transaction must be carried out within the commercial sphere pursuant to Law 3/2009 and comply with Article 76.1.a) of the LIS. Furthermore, pursuant to Article 89.2 of the LIS, the transaction must not have fraud or tax evasion as its primary objective. The motives of unifying activities, simplifying the structure, reducing costs, or consolidating equity may be considered valid economic motives.

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