Being Up to Date with Payments: The New Requirement That Could Delay a Merger or Corporate Spin-off

Since the entry into force of the Royal Decree-Law 5/2023, companies wishing to carry out a structural modification—such as a merger or a demerger—must prove that they are up to date with tax obligations and Social Security contributions. This requirement, seemingly straightforward, has in practice generated uncertainty and delays in corporate operations.

 

I want more information

 

What is a structural modification?

These are operations that change the legal or asset structure of a company. The most common include:

• Merger: one or more companies integrate into a single entity.
• Demerger or spin-off: a company’s assets are divided and transferred wholly or partially to another.
• Total transfer of assets and liabilities: a block transfer of part of the company’s assets.

These are strategic decisions that usually accompany growth processes, structural simplification, or investor entry, and they require a formal procedure (project, reports, shareholder agreement, registration…).

What changed with Royal Decree-Law 6/2023?

Since 2023, the merger or demerger project must include proof that the company is up to date with its tax and Social Security obligations.

The aim is to protect creditors and public administrations. The challenge has been how to prove compliance.

What has happened in practice?

The law did not specify which administrations had to be shown the compliance. The result has been:

• Commercial registries requesting certificates from the State Tax Agency, regional tax offices, and local councils.
• Weeks of delay in obtaining additional certificates.
• Operations blocked due to lack of unified criteria.

For business groups operating across multiple regions, the documentary burden has become significant.

The resolution that simplifies the process

The Resolution of the Directorate General of Legal Security and Public Faith of April 2, 2025 has definitively clarified the matter:

It is only necessary to prove that the company is up to date with the State Tax Agency and Social Security. Certificates from regional or local tax offices are not required.

This provides:

• A single criterion for all commercial registries.
• Less administrative burden.
• Faster and more predictable corporate operations.

Practical recommendation for companies and boards of directors

To avoid delays, it is key to plan ahead:

1. Request certificates from the AEAT and Social Security before drafting the merger or demerger project.
2. Check for any pending issues or payment deferrals.
3. Include this step in the M&A or corporate reorganization checklist.

An operation may be legally perfect, but without the certificate, it will not be accepted by the registry.

How we can help you from Adlanter

Our corporate team supports the entire process:

• Obtaining certificates and coordinating with the notary and Commercial Registry.
• Drafting the structural modification project.
• Legal and tax optimization of the operation.

The key is not just to meet the requirement, but to plan the operation so it is not halted due to formal issues. If you are preparing a merger or corporate restructuring, check out our service and discover how we can help you.