Special system for mergers, divisions, contributions of assets, exchange of securities and change of registered office of a European Company or a European Cooperative Society from one Member State to another of the European Union
We inform you about the consequences of BREXIT on the special merger regime.
This regime, regulated in articles 76 to 89 of the LIS, refers to business restructuring operations and involves a deferral of taxation of the unrealised income on the assets transferred as a result of such operations.
The transferring entity in a merger or demerger under this system does not include the income derived from the difference between market value and tax value of the items transferred and they are included in the assets of the beneficiary entity with the same value they had in the transferring entity.Likewise, the partners value the shares or participations of the dissolved entity at the same tax value as the securities being derecognised.
The application of this regime in Spanish law applies not only to corporate restructuring operations involving entities resident in the EU but also to operations in which the assets transferred are located in a third country, provided that the possibility of subsequent taxation by the Spanish State is maintained.
The application of this system to the change of registered office of a European Company or European Cooperative Society from one EU Member State to another will be equally ineffective from 1 January 2021 onwards on changes of address to the United Kingdom.