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V2838-21 16 November 2021 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión

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

A query was raised regarding whether the absorption of one company by another may qualify for the special tax regime for mergers. The DGT indicates that it must comply with commercial regulations and Article 76.1 of the Corporate Income Tax Act, and that its primary purpose must not be to obtain a tax advantage.

The question raised

Whether the described transaction could qualify for the tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.

The DGT's ruling

To apply the special regime, the transaction must be carried out within the commercial sphere pursuant to Law 3/2009 and comply with Article 76.1 of the LIS. Likewise, pursuant to Article 89.2 of the LIS, it shall not apply if the primary objective is tax fraud or evasion, or if it lacks valid economic reasons. The simplification of structures could be considered a valid economic reason, although its validation depends on the specific facts.

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