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Practical Manual for Companies 2023.

Negative tax bases excluded from offsetting

Negative tax bases may not be offset when the following circumstances apply:

  1. The majority of the share capital or the rights to participate in the results of the entity that has been acquired by a person or entity or by a group of persons or related entities , after the conclusion of the tax period to which the negative tax base corresponds.

  2. The persons or entities referred to in the preceding paragraph would have had a participation of less than 25 percent at the time of the conclusion of the tax period to which the negative tax base corresponds.

  3. The acquired company finds itself in one of the following circumstances:

    1. You have not carried out any economic activity within the 3 months prior to the acquisition.

    2. Has carried out an economic activity different or additional to that carried out previously in the 2 subsequent years, which determined, in itself, a net amount of turnover in those subsequent years greater than 50 percent of the average amount of the entity's turnover corresponding to the 2 previous years. A different or additional activity is deemed one that is assigned a different group to the previous one, according to the National Classification of Economic Activities.

    3. It is a patrimonial entity in the terms established in article 5.2 of the LIS .

    4. The entity has been deregistered from the index of entities not filing the Corporate Tax return for 3 consecutive tax periods (article 119.1 b) of the LIS).