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V3171-14 26 November 2014 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión parcial financiera

Partial financial spin-offs and mergers may qualify for special tax regime if commercial and economic requirements are met

A query was raised regarding whether a partial financial spin-off followed by successive mergers can qualify for the special Corporate Income Tax (CIT) regime and if the stated grounds are valid. The Directorate General for Taxes (DGT) ruled that, provided they comply with commercial regulations and the requirements of the CIT Approval Text, they may qualify for the regime, validating the economic justifications presented.

The question raised

Question posed: Whether the partial financial spin-off, the improper merger by absorption, and the described merger comply with the requirements provided for to qualify for the special regime of Chapter VIII of Title VII of the consolidated text of the Corporate Income Tax Law and the consideration of the alleged economic reasons as valid economic reasons for the purposes of Article 96.2 of said legal text.

The DGT's ruling

Partial financial spin-offs may qualify for the special regime if the segregated assets consist of majority holdings and the spun-off entity maintains similar holdings or a line of business. Mergers may apply said regime if they are carried out within the commercial sphere pursuant to Law 3/2009 and comply with Article 83.1 of the TRLIS. Reasons for restructuring, rationalization, or simplification of the structure are considered economically valid under Article 96.2 of the TRLIS. The existence of irrelevant tax loss carryforwards in the absorbed company does not in itself invalidate the application of the special regime.

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

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