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V3640-20 28 December 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión por absorción

Mergers by absorption may qualify for special tax regime if they comply with structural modification laws and have valid economic reasons

A query was raised regarding whether a merger by absorption can apply the special Corporate Tax regime and what constitutes valid economic reasons. The DGT indicates that the operation may qualify if carried out under Law 3/2009 and complies with Article 76.1 of the Corporate Tax Act (LIS), provided that the stated economic reasons are genuine.

The question raised

Whether the application of the special tax regime under Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax, is appropriate for the described restructuring transaction and the existence of a valid economic reason for the application of said special regime.

The DGT's ruling

To apply the special merger regime, the transaction must be carried out within a commercial scope pursuant to Law 3/2009 and comply with the requirements of Article 76.1 of the LIS. Furthermore, it must not have fraud or tax evasion as its primary objective, requiring valid economic reasons such as the restructuring or rationalization of activities. The reasons alleged by the taxpayer could be considered valid, although their final classification depends on the verification of all facts and circumstances of the transaction.

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