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V5477-26 14 August 2026 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · fusión por absorción

Potential application of tax neutrality in mergers and subrogation into the tax consolidation regime

A holding company (A) intends to absorb another company (B), which is the dominant entity of a tax group. The inquiry examines whether the merger qualifies for tax neutrality, whether the economic reasons are valid, and how this affects tax consolidation.

The question raised

A) Relating to the FEAC regime:

The DGT's ruling

If the merger meets the commercial requirements and Article 76.1 of the LIS, it may benefit from the tax neutrality regime. Valid economic reasons are not an indispensable requirement, but their absence may presume fraud. In tax consolidation, the absorbing company subrogates into the position of the parent company, allowing for the formation of a new tax group. If all entities of the previous group are integrated into the new one, the neutrality rules of Article 74.3 of the LIS apply.

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