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V4077-15 18 December 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Merger by absorption may qualify for special Corporate Tax regime if valid economic reasons exist

The requesting entities inquired whether their restructuring operation could qualify for the special tax regime for mergers. The DGT ruled that if the merger meets commercial requirements and those set out in Article 76.1 of the Corporate Tax Act, and is carried out for valid economic reasons, it may apply said regime.

The question raised

Whether the special tax regime of Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax, is applicable to the proposed restructuring transaction.

The DGT's ruling

To apply the special merger regime, the transaction must comply with the terms of Article 76.1 of the LIS and be carried out under Law 3/2009. The regime shall not apply if the primary objective is tax fraud or evasion, or if there are no valid economic reasons such as the restructuring or rationalization of activities. In this case, avoiding the duplication of accounting and administrative expenses is considered a valid economic reason pursuant to Article 89.2 of the LIS.

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