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V4086-15 21 December 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · consolidación fiscal

Transformation of a cooperative into a limited liability company does not affect its status as a dependent entity in a fiscal group

A cooperative inquired whether its transformation into a limited liability company during the fiscal year affected its membership in a fiscal consolidation group. The DGT responds that, as the legal personality remains unchanged and the participation requirements are met, the entity retains its status as a dependent entity.

The question raised

Whether, following the transformation during 2015 of the consulting entity, a general partnership, into a limited liability company before the end of the fiscal year, this entity would continue to be part of the tax consolidation group during the 2015 fiscal year and subsequent years, in the capacity of a dependent entity, provided that the remaining requirements established for such purpose in the LIS are met.

The DGT's ruling

The transformation of an entity does not affect its legal personality. If the entity meets the definition of a dependent entity under Article 58.3 of the LIS and the parent entity has held the required participation since the first day of the tax period, the legal form requirement of Article 58.1 of the LIS is deemed to be met. Therefore, the entity shall be part of the tax group during said fiscal year and the transformation does not result in the dissolution of the group.

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