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V1604-20 26 May 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión por absorción

Negative tax bases may be transferred in a merger if valid economic reasons exist

A consulting company asks whether it can transfer the negative tax bases of an absorbed company to the absorbing company in a merger under the tax neutrality regime. The DGT responds that it is possible provided that the operation is carried out for valid economic reasons and complies with legal limits.

The question raised

Question posed: Whether the negative tax bases pending offset from PT are transferable to PC as a consequence of the merger process subject to the tax neutrality regime.

The DGT's ruling

The existence of negative tax bases does not prevent the application of the special merger regime if the operation is carried out for valid economic reasons and not with the predominant purpose of utilizing them. Should the special regime apply, the offsetting of said bases by the absorbing company must comply with the requirements and limitations of Article 84 and the sixteenth transitional provision of the LIS.

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