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V3407-15 6 November 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Possibility of applying the special regime for mergers without share attribution in single-shareholder cases

A company has requested clarification on whether a merger between two entities wholly owned by the same shareholder can qualify for the special tax regime. The Directorate General for Taxes (DGT) has ruled that this is possible, provided that commercial requirements are met and the transaction is supported by valid economic reasons.

The question raised

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

In mergers between companies wholly owned by the same shareholder, it is not necessary to attribute the values of the absorbing company to apply the special regime, as the shareholder's equity position does not change substantially. The existence of negative tax bases in the absorbing company does not prevent the application of the regime, provided that the operation has valid economic motives and is not for the purpose of obtaining a tax advantage. The operation must comply with the requirements of commercial regulations and not be carried out within a liquidation process.

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