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V5158-26 14 July 2026 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión parcial financiera

Partial financial spin-off may qualify for fiscal neutrality if conditions are met

A consulting company proposes a partial financial spin-off to separate its holdings in another entity. The DGT states that the transaction may apply the fiscal neutrality regime provided legal requirements are met and the primary objective is not fraud.

The question raised

Whether the described operation can be classified as a financial spin-off for the purposes of the provisions of Article 76 et seq. of the LIS.

The DGT's ruling

The partial financial spin-off operation may qualify for the tax neutrality regime under Chapter VII of Title VII of the LIS if the segregated assets consist of majority holdings and the spun-off entity maintains a line of business or majority holdings in other entities. The requirements of commercial law must be met, such as capital reduction and the allocation of shares to partners in proportion to their current holdings. However, the regime shall not apply if the primary objective of the restructuring is tax fraud or evasion.

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