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V5229-26 22 July 2026 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · neutralidad fiscal

Fusions and spin-offs could qualify for fiscal neutrality if legal requirements are met

A family group seeks advice on whether its restructuring plan, involving an absorption merger and a full spin-off, may benefit from fiscal neutrality. The DGT states that such operations could qualify if commercial and LIS requirements are satisfied.

The question raised

1. Confirmation that the merger planned in letter F, by virtue of which SA would absorb SC, may qualify for the tax neutrality regime provided for in Chapter VII of Title VII of the LIS.

The DGT's ruling

The merger by absorption could qualify for the tax neutrality regime if carried out within the commercial sphere pursuant to Royal Decree-Law 5/2023 and complies with Article 76.1 of the LIS. Total spin-off could also qualify if it complies with Article 76.2.1º a) of the LIS, without requiring the assets to constitute business branches when the partner receives 100% of the shares. The application of this regime avoids the recognition of income in the transferring entity and allows for the maintenance of values and seniority in the acquiring entity. However, the regime shall not apply if the main objective of the operation is tax fraud or evasion, or if it is not carried out for valid economic reasons.

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