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V3259-14 3 December 2014 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión inversa

Reverse mergers may qualify for special Corporate Tax regime if commercial requirements and valid economic reasons are met

A company has requested clarification on whether its reverse merger operation can benefit from the special Corporate Tax merger regime. The DGT indicates that if the operation complies with commercial regulations and the requirements of the TRLIS, said regime could apply, provided its primary purpose is not tax evasion or obtaining an unfair tax advantage.

The question raised

Question posed: Whether the reverse merger transaction between the consulting entities described above is subject to the special regime of Chapter VIII of Title VII of the recast text of the Corporate Income Tax Law, approved by Royal Legislative Decree 4/2004, of March 5.

The DGT's ruling

To apply the special regime, the transaction must be carried out within the commercial sphere pursuant to Law 3/2009 and comply with the provisions of Article 83.1 of the TRLIS. The regime shall not apply if the primary objective is tax fraud or evasion, or if it lacks valid economic motives such as the restructuring or rationalization of activities. The motives of structural simplification, cost savings, and solvency reinforcement described may be considered valid to comply with Article 96.2 of the TRLIS.

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