Special regime 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
This regime regulated in articles 76 to 89 of the LIS refers to business restructuring operations and involves a deferral of the taxation of latent income in the assets transferred as a consequence of the carrying out said operations.
The transferring entity in a merger or division that takes advantage of this regime does not integrate the income derived from the difference between market value and tax value of the transferred elements and they are integrated into the assets of the beneficiary entity with the same value that they had. in the transmitting entity. Likewise, the partners value the shares or participations of the dissolved entity at the same tax value as the derecognised values.
The application of this regime in Spanish regulations is projected not only to business restructuring operations in which entities resident in the EU participate but also to operations in which the transferred assets are located in a third State as long as the possibility of a subsequent tax by the Spanish State is maintained.
The application of this regime to the change of registered office of a European Company or a European Cooperative Society from one Member State to another of the EU will also be inoperative as of January 1, 2021 in changes of address to the United Kingdom.