Partner-attended · reply within 24 business hours
Corporate transactions, capital markets and strategic deals.
Independent assessment and rigorous valuation of assets and businesses.
Business reinvention, sustainability and wealth management.
Corporate governance, succession and transformation
International tax planning and cross-border structuring.
Regulatory compliance and tax reporting obligations.
Special regimes for individuals and digital assets.
Tax defense and wealth taxes
Corporate immigration, ICT transfers, investor residency, digital nomad and regularisation.
Employment relations, mobility and regulatory protection.
Protection, compliance and digital resilience
Data protection, DPO and AI regulation
Company formation, contracts, shareholder agreements and corporate operations.
Contracts, dismissals, redundancies and labour court representation.
Insolvency proceedings, fresh start, micro-enterprise procedure and dissolution.
Litigation, arbitration, mediation, IP and real estate law.
Accounting, reporting and outsourced financial management.
Entity management, governance and personnel administration.
Incorporation, incentives and business acceleration.
Risk management, continuity and recovery
New guides on the latest Spanish tax and immigration developments.
Practical tools for informed decision-making.
A real estate company (Company B) proposes first merging with its parent (Company A, fully owned), followed by absorbing a wholly-owned subsidiary (Company C). The DGT confirms both transactions may benefit from the tax neutrality regime in Chapter VII, Title VII of the LIS, provided they are carried out under Royal Decree-Law 5/2023 and valid economic justifications (such as structural simplification, operational efficiency, and strengthening of real estate activities) are stated. The absorbing company does not recognise income from the cancellation of shares and assumes the tax rights and obligations of the merged entities.
Question raised 1. Whether the described transaction may benefit from the tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax, and whether the reasons set forth are considered economically valid for such purposes.
If the transaction is carried out within a commercial scope and complies with Article 76.1 of the LIS, it may benefit from the tax neutrality regime. This implies that no income from the transfer of assets or the cancellation of shares shall be recognized, and the values and seniority of the assets shall be maintained. The absorbing company shall subrogate into the negative tax bases and deductions of the transferring companies, subject to legal limits. However, the extinction by merger of rights of intra-group loans could generate income in the absorbing company.
What is published here, applied to a company or a specific case. The first meeting is free.
Partner-attended · reply within 24 business hours
Quick message
We reply within 24 business hours. Confidential handling guaranteed.
Google Meet
Direct slot with the partner. Complimentary consultation · no commitment · cancel up to 24h in advance.
Loading availability…
We're fully booked for the next 14 days.
That's a good sign, and we won't leave you hanging.
Request callback
Tell us a time window and a phone number. A partner will call you back during the chosen slot.
< 24 h reply · direct with partner
Have a specific question? Tell us your situation in a sentence or two: a partner will reply within 24 business hours.
Complimentary 30-minute meeting with the partner responsible for your area. Google Meet or in person. Cancel up to 24h in advance.
Loading availability…
We're fully booked for the next 14 days.
That's a good sign, and we won't leave you hanging.
Tell us your preferred time slot and a phone number. A partner will call you back, with no hold queues and no gatekeepers.
We use our own and third-party cookies to improve your experience. More information
Essential for the website to function. Cannot be disabled.
Help us understand how you use the site to improve it.
Enable relevant content and advertising.