Doctrine by topic · DGT Observatory
How the DGT's position on this topic has evolved, and the rulings it rests on.
Current position
The deferral of income in business reorganization operations requires compliance with commercial regulations and the requirements of the LIS or LIRPF, as applicable. In mergers and demergers, it is necessary to prove valid economic reasons and that the operation does not have the primary purpose of tax fraud or evasion. In the scope of IRPF (Personal Income Tax) for SICAVs, the deferral of income may be applied to the entirety of it if the requirements of art. 94.1.a) LIRPF are met, monitoring the 5% participation limit by adding the previous participation in the absorbed entity.
The DGT's position remains constant in requiring valid economic reasons and commercial compliance for deferral. The doctrine has moved from analyzing general aspects of mergers and demergers in IS (Corporate Income Tax) and IVA (VAT) to detailing specific requirements for the exchange of securities and the treatment of income for SICAV shareholders under the LIRPF. No changes in criteria are observed, but rather an application of the rule to more specific scenarios.
Turning points
Allows the exchange of securities to be defined based on all shareholders, even if only some reside in the EU, to apply the special regime.
Establishes that for the 5% participation limit in SICAVs, the participation in the absorbing entity and the participation held in the absorbed entity in the previous 12 months must be considered.
Analysis based on 6 of 8 rulings with a stated position. Updated 1 October 2026.