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V3202-15 21 October 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · residencia fiscal

Change of lex societatis and commercial registration triggers loss of fiscal residency

A holding company plans to transfer its registered office and effective management address to another EU member state. The query asks whether this process results in the loss of Spanish fiscal residency.

The question raised

Whether, in view of the provisions of the applicable Spanish regulations (Article 8 of the LIS), and to the extent that the entity's registration is cancelled in the Spanish Mercantile Registry and the company is registered in the Mercantile Registry of the destination State, becoming subject to its legislation, it must be understood that the applicant ceases to be an entity incorporated under Spanish legislation, thereby losing its status as a tax resident in Spain.

The DGT's ruling

If the entity cancels its registration in the Spanish Mercantile Registry and initiates its registration in the destination State, its lex societatis changes and it loses its connection to the Spanish legal system. By failing to meet the requirements of Article 8.1 of the LIS, it ceases to be an entity incorporated under Spanish legislation and loses its tax residence. This change of residence determines the application of Articles 19.1 and 27.2 of the LIS.

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