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V2765-21 11 November 2021 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión por absorción

Mergers by absorption may qualify for special Corporate Tax regime and be exempt from VAT and Stamp Duty

A consulting company intends to absorb one of its subsidiaries to simplify its structure and improve solvency. The DGT examines whether the transaction meets the requirements for the special Corporate Tax merger regime, VAT non-applicability, and the treatment under Stamp Duty.

The question raised

1) Whether the described transaction may qualify for the tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax and whether valid economic reasons exist.

The DGT's ruling

For Corporate Income Tax, the transaction may qualify for the special regime if it is carried out within a commercial scope and has valid economic reasons. For VAT, the transfer shall not be subject to tax if the transferred elements constitute an autonomous economic unit capable of carrying out an activity. For ITPAJD, the transaction is a restructuring not subject to the corporate operations modality and is exempt in the other modalities, unless an intention to evade tax through the transfer of securities is proven.

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