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V3258-15 23 October 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Merger of a SICAV into an investment fund may qualify for special merger regime if requirements are met

A SICAV has requested clarification on whether transferring its assets to an investment fund can qualify for the special merger regime and if its motives are economically valid. The DGT has ruled that this is possible provided the requirements of the Corporate Income Tax Act are met and the transaction is carried out within a commercial context.

The question raised

Whether the proposed transaction can qualify for the special regime under Chapter VII of Title VII of the Corporate Income Tax Law, and whether the reasons set forth are considered economically valid for these purposes.

The DGT's ruling

The transaction could qualify for the special tax regime for mergers if carried out in a commercial context in accordance with the Law on Structural Modifications and if the requirements of Article 76.1 of the Corporate Income Tax Law are met. To apply this regime, the transaction must not have fraud or tax evasion as its primary objective, but must instead respond to valid economic reasons. In this case, the reasons alleged for the merger (efficiency, cost savings, and improved management) are considered economically valid pursuant to Article 89.2 of the Corporate Income Tax Law.

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