Skip to content
Back to index
V2521-24 10 December 2024 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión por absorción

The absorbing entity must file Corporate Tax returns for the absorbed entity through subrogation

A company inquired whether, following a merger by absorption under the tax neutrality regime, the Corporate Tax returns for the absorbed entity should be filed separately or by the absorbing entity. The DGT ruled that the absorbing entity is subrogated into the rights and obligations of the absorbed entity and must therefore file its tax returns.

The question raised

Whether each entity must separately file the Corporate Income Tax for the 2022 fiscal year in July 2023 or, conversely, whether both shall be filed by the absorbing entity.

The DGT's ruling

The absorbing entity subrogates into the rights and obligations of the absorbed entity as the merger constitutes a universal succession. Due to the accounting retroactive effect of the merger, the income of the absorbed entity is attributed to the absorbing entity. Therefore, the absorbing entity must file the tax returns of the absorbed entity whose deadlines expire after the merger, including the previous fiscal year and the period from the beginning of the year until the dissolution.

Book your free first meeting