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V3747-15 26 November 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión financiera

Special spin-off regime may apply if a control portfolio is transferred to a new entity

The ruling examines whether a financial spin-off of shares can qualify for the special regime under the Corporate Income Tax Act (LIS). The DGT determines that if the shares are allocated directly to shareholders, the regime does not apply; however, if they are transferred to a new entity while maintaining a line of business, it is possible.

The question raised

1) Whether the financial spin-off operation of the consulting entity described can qualify for the special tax regime of Chapter VII of Title VII of the Corporate Income Tax Law 27/2014, of November 27.

The DGT's ruling

The spin-off does not qualify for the special regime if the segregated shares are assigned directly to the shareholders. However, the operation may qualify for the regime if the shares are transferred to a newly created entity and the spun-off entity retains a line of business in its assets. For the subsequent merger, commercial regulations and Article 76.1 of the LIS must be complied with, ensuring that the operation has valid economic reasons and not a merely tax-driven purpose.

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