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V3191-21 23 December 2021 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión total

Total demergers may qualify for special regime if carried out under Law 3/2009 with valid economic reasons

A query was raised regarding whether a demerger operation can qualify for the special regime of Corporate Income Tax. The DGT indicates that if the operation complies with commercial regulations and its primary purpose is not fraud or tax advantage, it could be applicable.

The question raised

Whether the described operation could qualify for the tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.

The DGT's ruling

To apply the special spin-off regime, the operation must comply with the requirements of Law 3/2009 and the LIS. If proportionality is maintained in the allocation of values to the partners, it is not necessary for the assets to constitute business lines. The regime shall not apply if the primary objective is tax advantage, although motives such as protecting assets or facilitating generational succession could be considered valid economic reasons.

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