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V3076-15 14 October 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión total

Requirements for the application of the special regime for mergers, demergers, exchange of securities, and contributions of assets

A family group inquires whether its total demerger, exchange of securities, and contribution of shares operations may qualify for the special regime of the Corporate Income Tax Act. The DGT responds that this is possible provided that the legal requirements are met and the primary purpose of the operation is not tax advantage.

The question raised

Question posed: Whether the special regime of Chapter VII of Title VII of the Corporate Income Tax Act is applicable to the aforementioned restructuring operations, on the grounds that the proposed operations fit within the definitions provided in Articles 75, 80, and 87 of said Act and there are valid economic reasons supporting the proposed operations in accordance with Article 89.2 of said Act.

The DGT's ruling

For a total demerger, if it is proportional, it is not necessary for the segregated assets to constitute business lines. In an exchange of securities, the acquiring entity must obtain the majority of voting rights and meet residency requirements. For non-monetary contributions by natural persons, the shares must represent at least 5% of the equity, must be held uninterruptedly for one year, and the receiving entity must not have the management of movable or immovable property as its main activity. Finally, the operations must respond to valid economic reasons and not to the mere pursuit of a tax advantage.

Apply this to a real case

What is published here, applied to a company or a specific case. The first meeting is free.

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