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V3169-14 26 November 2014 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Mergers may qualify for special regime if valid economic reasons exist

A company inquired whether a merger of several entities could apply to the special regime of Corporate Tax. The DGT responds that this is possible if the operation meets commercial and fiscal requirements, and if valid economic reasons are present, without the primary objective being fiscal advantage.

The question raised

Whether the application of the special regime of Chapter VIII of Title VII of the consolidated text of the Corporate Income Tax Law is appropriate for the proposed transaction. And whether the alleged motives are considered economically valid for these purposes.

The DGT's ruling

To apply the special merger regime, the transaction must comply with the provisions of Article 83.1 of the TRLIS and be carried out within a commercial scope pursuant to Law 3/2009. The economic motives alleged, such as the unification of activities or the improvement of solvency, are considered valid if the predominant purpose is not the exploitation of negative tax bases. The offsetting of said bases in the absorbing company shall be subject to the limitations of Articles 90.3 and the 41st transitional provision of the TRLIS.

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