Special regime for mergers, demergers, transfers of assets, exchange of securities and changes of registered office of a European Company or a European Cooperative Company 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 result of the performance of said operations.

The transferring entity in a merger or demerger that is subject to this regime does not include the income derived from the difference between the market value and the tax value of the transferred elements and they are included in the assets of the beneficiary entity with the same value that they had in the transferring entity. Likewise, the partners value the shares or interests of the dissolved entity at the same tax value as the securities that were derecognized.

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.