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V5047-26 19 June 2026 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión por absorción

Absorption merger of a fully owned subsidiary may qualify for fiscal neutrality

A consulting company proposes an absorption merger of its subsidiary to centralise operations and reduce costs. The DGT determines that the transaction may qualify for the special regime of fiscal neutrality and that there will be no income integration due to the cancellation of the shareholding.

The question raised

1. Whether the reasons set forth can be considered economically valid so that the aforementioned merger operation may benefit from the special tax regime provided for in Chapter VII of Title VII of Law 27/2014, of November 27, on Corporate Income Tax.

The DGT's ruling

The merger by absorption of a wholly owned entity may qualify for the tax neutrality regime under the LIS. The motives of business centralization, unification of activities, and cost reduction are considered valid to avoid the presumption of fraud. In improper mergers with 100% participation, no income is recognized due to the cancellation of the participation. The operation is also exempt under the ITPAJD as it constitutes a restructuring.

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