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V3878-15 4 December 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión parcial

The special regime for partial demerger and exchange of shares may be applied if valid economic reasons exist

A family business inquires whether its project for the partial demerger of activities and subsequent exchange of shares to create a holding company may benefit from the special tax regime. The DGT responds that it is possible provided that the requirements regarding line of business are met and it is not carried out for purely tax purposes.

The question raised

Whether the described operations may benefit from the special tax regime of Chapter VII of Title VII of Corporate Income Tax Law 27/2014, of November 27.

The DGT's ruling

For a partial demerger, the segregated assets must constitute an autonomous economic unit (line of business) and the transferring entity must maintain another line of business or majority holdings. In an exchange of shares, the acquiring entity must obtain the majority of voting rights and comply with the requirements of Article 80 of the LIS. Both operations require that the primary motive be economic (restructuring or rationalization) and not the obtaining of a tax advantage.

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