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V3496-16 22 July 2016 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión transfronteriza

Economic reasons for reverse cross-border merger may qualify for fiscal neutrality regime

The DGT confirms that management rationalisation and resource optimisation are valid economic grounds, and that the operation may qualify for the special regime if it meets LIS and Structural Reform Law requirements.

The question raised

Whether the proposed operation could qualify for the special tax regime regulated in Chapter VII of Title VII of the Corporate Tax Law. And whether the economic reasons can be considered valid for the purposes of applying the aforementioned special regime.

The DGT's ruling

The merger operation could qualify for the special regime under Chapter VII of Title VII of the LIS if carried out under Law 3/2009 and meets the requirements of the IS regulations. The reasons of rationalization of asset management and optimization of financial resources are considered economically valid pursuant to Article 89.2 of the LIS. In the event that it does not qualify for the special regime, the application of the exemption under Article 21 of the LIS will depend on verifying compliance with the requirements regarding participation and the taxation abroad of the subsidiaries.

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