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V5189-16 30 November 2016 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión financiera

The special regime for mergers and spin-offs cannot apply to a consecutive contribution and spin-off transaction

A company proposes a reorganisation involving the contribution of real estate to a new entity followed by the spin-off of its shares. The DGT concludes that the consecutive transaction cannot benefit from the special regime because the concatenation aims at achieving the effect of an asset spin-off, which does not constitute a business line.

The question raised

Question raised 1) Whether the described operation can benefit from the tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax

The DGT's ruling

The concatenation of a non-monetary contribution and a subsequent financial spin-off cannot benefit from the special regime if the operation produces the same effects as a partial spin-off of assets that do not constitute a business line. As the contribution is a preparatory phase for a spin-off of elements that do not constitute an autonomous economic unit, the requirements of the special regime are not met. Regarding the sale of shares, the exemption under Article 21 of the LIS may be applied if the requirements for participation and holding are met. Regarding the IIVTNU, the non-accrual is conditional upon the contributed real estate being integrated into a business line.

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