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V0327-25 18 March 2025 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión por absorción

Absorption merger may qualify for tax neutrality if legal requirements are met

A holding company plans to absorb two real estate companies to simplify its structure. The DGT states that the transaction may apply to the special merger regime if carried out in the commercial sector and does not aim primarily at tax fraud or evasion.

The DGT's ruling

If the merger complies with the requirements of Article 76.1 of the LIS and is carried out for valid economic reasons, the tax neutrality regime shall apply. This implies that the absorbed companies shall not include income from the transfers and the absorbing company shall maintain the values and seniority of the assets. In this case, the IIVTNU shall not accrue and the operation shall be exempt from ITP and AJD. Regarding VAT, if an autonomous economic unit is not transferred, the assets shall be taxed according to their specific rules, and the exemption on second deliveries of buildings may be applied.

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