{
  "url": "https://openlegislation.uk/eu-decision-2011-282/annex-II",
  "json_url": "https://openlegislation.uk/eu-decision-2011-282/annex-II.json",
  "legislation": "eudn/2011/282",
  "legislation_title": "Commission Decision of 12 January 2011 on the tax amortisation of financial goodwill for foreign shareholding acquisitions No C 45/07 (ex NN 51/07, ex CP 9/07) implemented by Spain (notified under document C(2010) 9566) (Only the Spanish text is authentic) (Text with EEA relevance) (2011/282/EU)",
  "legislation_url": "https://openlegislation.uk/eu-decision-2011-282",
  "path": "annex/II",
  "kind": "annex",
  "number": "II",
  "heading": "SUMMARY OF THE KPMG REPORT PRESENTED BY THE SPANISH AUTHORITIES",
  "text": "Summary Table\nCountry\nCompany law governing mergers\nAre cross-border mergers prohibited by company law and subsequent legislation?(Yes/No/Not specifically addressed)\nDoes case law or doctrine refer to the impossibility of a cross-border merger?(Yes/No/Not found)\nHave relevant de facto barriers been identified that impede a cross-border merger?(Yes/No)\nHave tax rules been identified which impose additional tax costs on a cross-border merger?(Yes/No/Uncertain tax treatment)\nAre there precedents of cross-border mergers in your jurisdiction?(Yes/No/Not found)\nSummary\nArgentina\nLaw 19550\nArticles 82 to 87 and 118\nNot specifically addressed by either company law or the main legislation on the Trade Registry\nYes\nRelevant doctrine states that cross-border mergers are not possible in Argentina\nYes\nRegistration issues with the relevant Trade Registry\nYes. Taxation of the target company and its shareholders, since it is considered that the Protocol to the Treaty signed by Argentina and Spain should not apply. Moreover, relevant doctrine and the Argentinian tax administration points out that the roll-over regime can apply only to domestic mergers\nNo\nAcademic authors point out that a cross-border merger is not possible\nTaxation of the absorbed company and its shareholders\nAustralia\nCorporations Act 2001 (main Sections 606, 413 and 611)\nThe concept of cross-border mergers is not recognised under Australian company law\nCorporations Act 2001 lays down only three specific procedures with regard to mergers, none of which deals with cross-border mergers\nNot found\nYes\nCross-border mergers are not possible in Australia\nUncertain tax treatment.\nA roll-over regime applies only to domestic mergers\nNot found\nCorporations Act 2001 does not specifically deal with a cross-border merger as a permitted transaction, and is therefore not possible\nBrazil\nBrazilian Civil Code (Law 10.406/02) and Law 6.404/1976\nNot specifically addressed\nNot found\nApproval by the Council of State\nApproval by the register in SISBACEN is uncertain\nRestrictions in certain economic sectors do not permit a cross-border merger\nUncertain tax treatment\nBrazilian and non-Brazilian (i.e. shareholders in the Brazilian company) taxpayers involved in a merger transaction at market value would suffer adverse tax consequences.\nNo\nOnly one transaction has been identified but it relates to a reverse merger in which some foreign companies were absorbed by a Brazilian entity\nThere are major barriers which in practice prevent cross-border mergers\nCanada\nCanadian Business Corporations Act and applicable company law in Canadian Provinces\nYes\nBoth merging entities must apply Canadian legislation\nOnly certain types of mergers (e.g. amalgamations) are theoretically permitted in British Columbia, but there is no precedent\nNot found\nYes\nYes/uncertain tax treatment\nIf a 100 % subsidiary is wound up, the dissolved company and its shareholder would pay tax\nNot found\nAs a rule, cross-border mergers are not possible (only in British Columbia under certain circumstances) except for the winding-up of a 100 % Canadian subsidiary\nTaxation of the dissolved company and its shareholders\nChile\nLaw 18.046\nArticle 99\nNot specifically addressed\nNot found\nYes\nRequirement for a certificate of cessation of business activity issued by the tax authorities, which can significantly delay the merger process. Other barriers exist in the form of the rules of the Central Bank of Chile, which would require a special request in order to carry out such a merger, foreign investment rules under Decree Law 600 and the fact that in certain economic sectors a cross-border merger would not be possible\nUncertain tax treatment\nThere is no certainty that domestic roll-over regime can be applied in a cross-border merger to both the shareholdersand the target company\nA cross-border merger would not generate tax effects other than the taxation due on retained profits to the date of the merger by the company being acquired\nThe winding up of a Chilean entity into its direct subsidiary is not considered similar to a merger for Chilean tax purposes. Thus, the shareholders will be subject to Chilean corporation tax to the extent that the assets transferred are stepped up\nYes\nJust one, but the only precedent involved a holding entity with no Chilean activities or assets\nThere are relevant obstacles which may prevent a cross-border merger from being carried out\nUncertain tax treatment for shareholders and absorbed entity\nChina\n(a)\nPRC Company Law of 2005 for mergers involving only limited liability companies or joint stock limited companies established in Mainland China and\n(b)\nProvisions on the merger and division of foreign investment enterprises (issued in 2001) which govern mergers involving foreign investment in Mainland China\nProvisions on mergers of a foreign company issued in 2009\nExisting rules refer only to domestic mergers\nOn 22 June 2009 the Ministry of Commerce enacted a new set of provisions on mergers and acquisitions of a domestic company by foreign investors\nA cross-border merger within the meaning of this document is not possible\nNot found\nYes\nA cross-border merger is not allowed\nUncertain tax treatment\nNotice 59 (which contains the provisions on the reorganisation of corporation tax) does not apply to cross-border mergers, and hence tax neutrality will not apply, even though cross-border mergers are not allowed in China\nNot found\nIn 2009 a new Company Law applicable to mergers by foreign investors was adopted. However, cross-border mergers (within the meaning of this document) are not allowed\nColombia\nArticles 172 et seq. of the Commercial Code\nNot specifically addressed. However, cross-border mergers are accepted in practice as guidelines are provided by the Companies Supervisor. A Colombian branch would have to carry on the economic activity of the foreign entity in a relevant number of economic sectors, which in practice prevents the completion of a cross-border merger\nNo\nYes\nForeign investment rules, principally the impossibility of a Colombian branch carrying on certain economic activities\nYes\nTaxation of shareholders\nYes, but not with Spanish companies\nThere are relevant barriers which may delay or prevent a cross-border merger\nTaxation of shareholders\nEcuador\nCompanies Act (R.O. 312 of 5.11.1999)\nand\nArticles 337 to 344 of the Act Amending the Companies Act (R.O. 519 of 15.5.2009)\nNot specifically addressed\nIt is not possible to carry out a cross-border merger in Ecuador because the Ecuadorian entity would have to be wound up.\nNot found\nYes\nIt is not possible to carry out a cross-border merger in Ecuador\nUncertain tax treatment\nA roll-over regime exists only for domestic corporate restructurings\nNo\nCross-border mergers are not possible in Ecuador\nIndia\nSections 391 to 394 of the Companies Act of 1965\nUpstream mergers are prohibited under Section 394(4)(b) of the Companies Act\nNot found\nYes\nUpstream mergers are not possible\nYes\nAs regards upstream mergers, tax costs would exist for the absorbed company and its shareholders even though cross-border mergers are not allowed in India\nNo\nThere only precedents relate to reverse mergers (no precedents for upstream mergers)\nUpstream mergers are not permitted\nJapan\nCompanies Act 86 of 26 July 2005\nNot specifically addressed\nHowever, using the criterion set by the Ministry of Justice when the Companies Act was introduced in 2006, cross-border mergers should not be allowed\nYes\nRelevant doctrine and the Ministry of Justice state that cross-border mergers are not possible in Japan\nThe Legal Affairs Bureau in Japan does not allow registration of cross-border mergers\nIn theory, since the Companies Act does not address cross-border mergers, tax treatment is uncertain\nNo\nThe Legal Affairs Bureau in Japan does not allow registration of cross-border mergers\nMexico\nGeneral Law on Commercial Companies\nNot specifically addressed\nNot found\nYes\nRestrictions in certain economic sectors would not allow a cross-border merger\nYes\nAs regards upstream mergers, tax costs exist for the target company and its shareholders\nYes, but not with Spanish companies\nTaxation of the target company and its shareholders\nMorocco\nLaw 17-95 on Public Limited Companies. (However, all principles also apply to the Law on Private Limited Companies)\nNot specifically addressed\nNot found in Morocco\nYes\nForeign exchange regulations may prevent a Spanish company from taking over a Moroccan company\nUncertain tax treatment\nTax neutrality rules apply only to mergers between national entities\nNot found\nNo specific legal provisions. The major legal, tax and de facto barriers would prevent a cross-border merger\nPeru\nLaw 268.87 General Companies Act (GCA)\nNot specifically addressed\nA cross-border merger is not possible in Peru because the Peruvian entity would have to be wound up\nYes\nYes\nA cross-border merger is not possible in Peru\nUncertain tax treatment\nA roll-over regime exists only for domestic corporate restructuring\nNot found\nCross-border mergers are not possible in Peru\nUnited States\nCompany law applicable in US States\nUS laws do not prohibit or treat mergers differently to other business combinations with foreign entities\nHowever, some States (e.g. Delaware) do not permit such mergers where the laws of the other jurisdiction do not permit a cross-border merger\nNo\nYes\nStrict limitations in certain sectors under certain national security laws\nStrict rules for obtaining approval for the cross-border merger process\nNo\nHowever, failure to comply with tax-free rules would trigger adverse tax consequences\nIn practice, shareholders in US companies often oppose cross-border mergers because of the tax burdens that could result for them\nNot found, but such mergers are likely to have taken place in Delaware\nA cross-border merger would only be possible in certain States subject to the completion of a number of requirements\nVenezuela\nCommercial Code of 26 July 1955 and Article 340 of the Commercial Code\nNot specifically addressed\nA cross-border merger is not possible in Venezuela because the Venezuelan entity would have to be wound up\nNo\nYes\nA cross-border merger is not possible in Venezuela\nUncertain tax treatment\nA roll-over regime exists only for domestic corporate restructurings\nNot found\nCross-border mergers are not feasible in Venezuela",
  "extent": "E+W+S+N.I.",
  "status": null,
  "version": "current",
  "annotations": [],
  "outstanding_effects": [],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/eudn/2011/282/annex/II",
    "retrieved_at": "2026-11-01T15:15:47.857982+00:00"
  },
  "licence": "Open Government Licence v3.0",
  "licence_url": "https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/",
  "attribution": "Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives."
}