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V3200-15 21 October 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión por absorción

Special merger regime applicable if operation meets commercial requirements and has valid economic reasons

An entity has requested a ruling on whether a merger by absorption involving two wholly-owned subsidiaries can qualify for the special tax regime. The DGT has ruled that this is possible provided that commercial law requirements are met and the primary purpose of the operation is not tax evasion or obtaining a tax advantage.

The question raised

Question posed: Whether the described operation may qualify for the special tax regime under Chapter VII of Title VII of Corporate Income Tax Law 27/2014, of November 27.

The DGT's ruling

The operation may qualify for the special regime under Chapter VII of Title VII of the LIS if it meets the merger requirements established in commercial law. The described economic motives of optimization, rationalization, and synergies are considered valid pursuant to Article 89.2 of the LIS. The existence of tax loss carryforwards in the absorbed entities does not invalidate the regime if the entities are operational and their compensation is not sought, as the sixteenth transitional provision of the LIS prevents such compensation in these cases.

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