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V0853-22 20 April 2022 · SG de Tributos Criterion in force
IVA · fusión por absorción

Absorbing entity must file the deregistration notice for the absorbed company as successor

A single-member company sought guidance on managing its deregistration from the tax census following its absorption by its shareholder, as it continued to receive invoices in its name. The DGT ruled that the obligation to file the deregistration notice is transferred to the absorbing entity in its capacity as successor.

The question raised

Question posed: If the absorption were carried out immediately by its sole shareholder, how would the deregistration for tax obligations due to cessation of activity be implemented via form 036, given that invoices would be issued in the name of an extinct entity without legal personality.

The DGT's ruling

In a merger by absorption, the absorbing entity acquires the assets and liabilities of the absorbed entity through universal succession. The declaration of deregistration from the Census of Entrepreneurs, Professionals, and Withholders must be submitted within one month from the dissolution of the absorbed company. This formal tax obligation is transferred to the beneficiary entity of the absorption in its capacity as successor. It is recommended to coordinate the commercial process with sectoral procedures to avoid the issuance of invoices to an entity that has already been dissolved.

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