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V3015-15 8 October 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

The merger of a British entity by a Spanish entity may qualify for the special regime of the LIS under certain conditions

A Spanish company inquires whether a transfer of shares operation and a cross-border merger may apply the special restructuring regime. The DGT determines that the merger may qualify for said regime if valid economic reasons exist and the requirements of the LIS are met.

The question raised

Question posed: Whether the proposed operation may qualify for the special regime of Chapter VII of Title VII of the Corporate Income Tax Law, and whether the motives set forth are considered economically valid for these purposes.

The DGT's ruling

The merger may qualify for the special regime of Title VII of the LIS if it is carried out under Law 3/2009 and complies with the requirements of said law. The motives of integration, simplification, and optimization of the corporate structure are considered economically valid pursuant to Article 89.2 of the LIS. The fact that the absorbed entity has tax loss carryforwards does not invalidate the regime if the primary purpose of the operation is not their utilization. Tax loss carryforwards generated under regional law may be offset in the entity subject to common law, respecting the limits of its law of origin.

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