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V0364-26 19 February 2026 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión por absorción

Absorption merger may qualify for tax neutrality if LIS requirements met

A company asks whether an absorption merger between a property-active and a residual-activity company can apply the tax neutrality regime, if valid economic reasons exist and negative taxable bases are assumed. The DGT states that such a regime applies if the transaction meets commercial and LIS requirements.

The question raised

Question raised

The DGT's ruling

If the merger is carried out within a commercial context and complies with Article 76.1 a) of the LIS, it may benefit from the tax neutrality regime. In this case, the absorbing company succeeds to the right to offset the negative tax bases of the transferring company, subject to the limits set forth in Articles 84.2 and DT 16.7 of the LIS. The existence of negative tax bases does not invalidate the regime if the operation strengthens the activity and is not part of a liquidation plan or has the primary purpose of exploiting said bases.

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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