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V5443-26 6 August 2026 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión por absorción

Tax neutrality regime applicable to mergers by absorption if LIS requirements are met

The applicant asks whether a merger by absorption involving a real estate company can benefit from the tax neutrality regime and if valid economic reasons exist. The DGT responds that if the transaction meets the requirements of Article 76.1 of the LIS and its primary objective is not tax fraud or evasion, the regime shall apply.

The question raised

Whether the merger by absorption of SB by the consulting entity complies with all the requirements provided for in Article 76.1 of the LIS so that the tax regime established in Chapter VII of Title VII of the LIS is applicable, as well as whether valid economic reasons exist for its application.

The DGT's ruling

If the merger by absorption operation is carried out within a commercial scope and complies with Article 76.1 of the LIS, it may benefit from the tax neutrality regime. In this case, the transferring entity shall not recognize income, and the acquiring entity shall maintain the values and seniority of the assets received. The regime shall not apply if the primary objective is tax fraud or evasion, which requires a global analysis of the specific case to determine whether a spurious tax advantage exists.

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