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A query was raised regarding whether a merger by absorption and a contribution of shares from several companies by an individual can qualify for the special tax neutrality regime. The DGT ruled that this is possible provided the transaction is carried out for commercial purposes, meets the requirements of the Corporate Income Tax Act (LIS), and does not have tax advantage as its primary objective.
Question posed: Whether the merger by absorption of entity B by entity A, as previously described, would objectively qualify within the special tax regime provided for in Chapter VII of Title VII of the Corporate Income Tax Law. And whether the economic reasons indicated in this query are sufficient for the purpose of considering the subjective requirement met for the classification of the merger within the scope of the special tax neutrality regime.
Regarding the merger, the transaction must be carried out in accordance with the Law on Structural Modifications and comply with Article 76.1 of the LIS. The alleged economic reasons (rationalization and simplification) are valid if the predominant purpose is not the exploitation of tax loss carryforwards. In the contribution of shares, it is required that they represent at least 5% of the recipient entity's equity, that it does not constitute the management of movable assets, and that the contributor has held them uninterruptedly during the previous year.
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