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V1986-25 21 October 2025 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión por absorción

The merger by absorption of a wholly owned subsidiary may qualify for the tax neutrality regime

A query is made as to whether a merger by absorption of a wholly owned subsidiary may apply the tax neutrality regime. The DGT responds that, provided the requirements of the LIS are met and the transaction has valid economic reasons, said regime may be applied.

The DGT's ruling

If the merger transaction is carried out under Royal Decree-Law 5/2023 and complies with Article 76.1 of the LIS, it may qualify for the tax neutrality regime. In this case, income derived from the transfer or the cancellation of the shareholding shall not be included in the taxable base if the requirements of Articles 77 and 82.1 of the LIS are met. However, the regime shall not apply if the primary objective of the transaction is tax fraud or evasion, pursuant to Article 89.2 of the LIS.

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