Fusão de sociedades

: regime jurídico e regime de neutralidade fiscal

Abstract

This dissertation analyzes mergers from the perspective of Corporate Law and Tax Law, with a particular emphasis on the tax regime applicable under Corporate Income Tax (IRC). Mergers are corporate transactions of significant relevance in business law, serving several strategic purposes, such as management optimization and enhanced organizational effectiveness. However, from a tax standpoint, mergers present a range of challenges, particularly regarding the taxation of capital gains, which may be taxable under Corporate Income Tax even in the absence of an actual economic gain. This situation can complicate the execution of mergers, as it leads to immediate taxation, thereby increasing financial burdens. Based on this initial analysis, we proceeded to examine the tax regimes applicable to mergers, starting with the Tax Neutrality Regime, which seeks to mitigate the immediate tax effects. We also analyzed the requirements for its applicability and its implications for the merged companies, the acquiring entity, and shareholders. Concurrently, we explored the taxation of mergers under the General Regime, evaluating its effects on the merged companies, the acquiring entity, and shareholders. Subsequently, we discussed related issues, such as the participation exemption regime and the regime governing the transferability of tax losses. Finally, we compared the two applicable taxation regimes for mergers, concluding that there is no universally advantageous regime, necessitating a case-by-case analysis.

Date of Award	27 Jun 2025
Original language	Portuguese
Awarding Institution	Universidade Católica Portuguesa
Supervisor	Tomás Tavares (Supervisor)