Skip to content
Back to index
V2254-20 2 July 2020 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · bases imponibles negativas

Negative tax bases of an absorbed company may be offset in the absorbing company under certain requirements

A company has requested clarification on whether the negative tax bases of a company in liquidation (V) can be offset in its own tax residence (H) following a share exchange. The DGT indicates that this is permissible provided the transaction has valid economic reasons and is not conducted solely to obtain a tax advantage.

The question raised

Whether the negative tax bases generated in V, in liquidation, and pending offset, can be offset at the level of H. If so, whether any limitation applies to this offset.

The DGT's ruling

The existence of negative tax bases does not in itself invalidate the special regime if the activities are maintained and the financial situation is strengthened, provided that the purpose is not the exploitation of said bases. If the special regime is applied, the offset in the absorbing company must comply with the limits of Article 84 of the LIS and the sixteenth transitional provision. It must be assessed whether the operation has the primary objective of tax fraud or evasion according to Article 89.2 of the LIS.

Book your free first meeting