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V3447-15 11 November 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · consolidación fiscal

The transformation of a general partnership into a limited liability company does not extinguish the tax group nor require new consolidation agreements

A general partnership that is the controlling entity of a tax group intends to transform into a limited liability company. The DGT is consulted on whether this extinguishes the group or requires new consolidation agreements.

The question raised

Question posed: Whether the aforementioned transformation of X will mean that the tax group is not extinguished, retaining its group number, that X does not cease to belong to the tax group at any time, and whether it will be necessary for X to adopt the agreement referred to in Article 61 of the Corporate Income Tax Law and communicate it to the Tax Administration before the end of the 2015 tax period, or whether the transformation into a limited liability company would suffice.

The DGT's ruling

The transformation of the entity does not affect its legal personality, therefore the fulfillment of the requirements for a dependent entity is maintained. The tax group is not extinguished and retains its group number. It is not necessary for the transformed entity to adopt new consolidation agreements, it being sufficient that the non-resident controlling entity designates the representative entity in Spain.

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