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V0019-26 8 January 2026 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · bases imponibles negativas

Limits on compensation of negative taxable bases after absorption merger

A company asked whether the reasons for a merger were valid under the special regime and whether it could offset its negative taxable bases with gains from real estate sales. The DGT does not address the validity of the merger due to the query being out of time, but clarifies that the compensation rules under Article 26 of the LIS apply.

The question raised

Question raised 1. Whether the economic reasons set forth for the aforementioned merger are valid for the purposes of applying the special tax regime for mergers regulated in Chapter VII of Title VII of the Corporate Income Tax Act.

The DGT's ruling

The offsetting of negative tax bases shall be subject to the general limit of 70% of the taxable base, allowing for an offset of up to 1 million euros without restriction. The 70% limit shall not apply in the period of the entity's dissolution, unless it is due to a restructuring under the special regime of the Corporate Income Tax Act. Likewise, limitations exist if the majority of the share capital is acquired after the generation of the bases, provided that the previous holding was less than 25% and economic activity conditions are met.

Apply this to a real case

What is published here, applied to a company or a specific case. The first meeting is free.

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