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V5237-16 12 December 2016 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de fusiones

Mergers may qualify for special Corporate Tax regime if valid economic reasons exist

The taxpayer asks whether a merger operation can apply the special regime of Corporate Tax. The DGT responds that it is possible provided the requirements of the Corporate Tax Act are met and the operation is driven by valid economic reasons rather than a purely tax-driven purpose.

The question raised

1. Whether the described transaction may qualify for the special 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 transaction may qualify for the special merger regime if carried out under the Structural Changes Law and complies with Article 76.1.a) of the Corporate Income Tax Law (LIS). Valid economic reasons, such as the restructuring of activities or the optimization of resources, allow for the application of this regime pursuant to Article 89.2 of the LIS. The existence of tax loss carryforwards does not prevent the application of the regime provided that the entities are operational. Regarding Transfer Tax and Stamp Duty (ITP and AJD), restructuring operations are not subject to the corporate operations modality and are exempt in other modalities.

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