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V3139-23 4 December 2023 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión

Merger may qualify for special tax neutrality regime

The consulting entity asks whether the absorption of entity B by entity A may apply to the special merger regime. The DGT responds that the operation may qualify under the commercial framework of Royal Decree-Law 5/2023 and must comply with Article 76.1 of the LIS.

The question raised

Question raised: Whether the proposed transaction may benefit from the special regime for mergers, demergers, contributions of assets, exchange of securities, and change of registered office of a European Company or a European Cooperative Society from one Member State to another within the European Union, as provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.

The DGT's ruling

If the transaction is carried out within the commercial scope pursuant to Royal Decree-Law 5/2023 and complies with Article 76.1 of the LIS, it may benefit from the special regime of Chapter VII of Title VII of the LIS. In that case, the transferring entity shall not recognize income and the acquiring entity shall maintain the values and seniority of the assets received. However, the regime shall not apply if the primary objective is fraud, evasion, or the mere obtaining of a tax advantage without valid economic reasons.

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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