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V5495-26 27 August 2026 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · neutralidad fiscal

Potential application of tax neutrality to mergers, business unit contributions, and demergers

A taxpayer has requested a ruling on the feasibility of a corporate restructuring involving mergers, contributions of business units, and demergers to organise their gambling and gaming business. The DGT has determined that these operations may qualify for tax neutrality, provided that all legal requirements are met and their primary objective is not tax evasion.

The question raised

Question posed In relation to Corporate Income Tax, if:

The DGT's ruling

Merger operations, contribution of a business line, and total spin-offs may qualify for the tax neutrality regime under Chapter VII of Title VII of the LIS if they comply with the requirements of commercial regulations and the LIS. In contributions of a business line, the assets must constitute an autonomous economic unit capable of operating by its own means. In spin-offs, if the sole shareholder receives all shares, it is not necessary for the assets to be business lines. The regime shall not apply if the primary objective of the restructuring is tax fraud or evasion.

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