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V5224-26 21 July 2026 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · escisión parcial

Partial spin-off of a business activity may qualify for fiscal neutrality

A company wishes to carry out a partial spin-off to transfer its real estate leasing activity to another company. The DGT states that to apply the special fiscal neutrality regime, the transferred assets must constitute an autonomous economic unit and the transferring entity must retain another business activity.

The question raised

1) Confirmation that the segregation and transfer, in consulting entity A, of the line of business consisting of the leasing of urban real estate to company B, meets all the legally provided requirements to qualify for the tax mechanism of partial demerger provided for in Article 76.2.1º.b) LIS for both the acquiring and transferring companies, as well as for the shareholders of the demerged company.

The DGT's ruling

For a partial demerger to comply with Article 76.2 of the LIS, the segregated assets must constitute a line of business that forms an autonomous economic unit capable of operating by its own means. Likewise, the demerged entity must retain at least one other line of business in its assets. The existence of these lines of business is a matter of fact that must be proven to the Administration. If these requirements are met and the operation is not intended for tax fraud or evasion, the tax neutrality regime provided for in Articles 77, 78, and 81 of the LIS shall apply.

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