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V3201-23 12 December 2023 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión total

Tax neutrality cannot be applied to a total spin-off of social shares

A company has requested a ruling regarding a total spin-off intended to create two new entities, where each shareholder would receive 100% of one of them. The Directorate General for Taxes (DGT) ruled that, as this is a non-proportional spin-off, the assets must constitute business lines, which is not the case with shares in companies.

The question raised

Whether the tax neutrality regime regulated in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax is applicable to the described operation, as well as whether valid economic reasons exist for the purposes of Article 89.2 of the LIS.

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