Major Change in the Procedure for Claiming Tax Neutrality in Corporate Reorganisations of Slovenian Companies

Authors I Blaž Ogorevc and Boštjan Špec

If you are planning a merger or a demerger, be aware of the amended procedure for claiming tax neutrality of the transaction, which is expected to enter into force on 1 January 2026. Based on the adopted amendments to the Slovenian Tax Procedure Act (TPA), companies involved in a transaction will no longer be able to rely on a prior notification and potential advance assessment by the tax authority even before the transaction becomes effective. Instead, compliance with the conditions for claiming tax neutrality will be assessed only subsequently, during a tax supervision of the taxpayer’s tax returns.

Under Article 53 of the Corporate Income Tax Act (CITA), notification of the transaction to the tax authority – governed by the TPA – is required for claiming tax neutrality for mergers and demergers.

On 19 November 2025, the National Assembly adopted the Act Amending and Supplementing the Tax Procedure Act which, inter alia, significantly changes the procedure for claiming tax benefits and exemptions in cases of mergers and demergers of companies. The act has not yet been published in the Official Gazette; however, according to its wording, the relevant provisions will presumably apply as of 1 January 2026.

Under the currently valid TPA, such notification may be submitted prior to the implementation of the transaction. Based on the notification, the tax authority may, within 90 days for large companies and 45 days for other companies, issue a decision rejecting the application of tax-neutral treatment of a transaction. This system of prior notification and potential decision of tax authorities prior to effectiveness of a transaction provided companies with additional legal certainty and foreseeability regarding the tax-neutral treatment of the planned merger or demerger.

As of 1 January 2026, the amended TPA abolishes the option of prior notification. Instead, it stipulates that the notification must be submitted during the period between the date of registration of the merger or demerger with the court register and the deadline for filing the tax return in which the effects of the claimed tax treatment may appear in the tax base – however, before the tax return is actually filed.

This amendment does not mean that companies may not apply tax-neutral treatment from the date of effectiveness of the merger or demerger if they believe that all statutory conditions are met. Nevertheless, the tax authority will only assess compliance with the tax-neutrality conditions during a subsequent tax audit, based on the taxpayer’s tax return in which the tax-neutral treatment is claimed. At that stage, the taxpayer will be required to provide all information and documentation necessary to substantiate compliance with the statutory requirements for tax neutrality. Given that corporate reorganizations cannot be undone, companies are expected to place greater emphasis on early expert analysis to understand the full impact, particularly regarding tax effects, of the reorganization.

The notification for claiming tax-neutral treatment will be submitted via the eDavki (electronic tax) system using a dedicated form to be published by the Ministry of Finance.

A company that submits a notification of the transaction must inform all entities involved in the transaction in writing of the notification and of the claimed tax privileges within 15 days of the notification. This obligation also applies where the tax benefits have been denied.

Similar amendments to the notification procedure are also introduced for transfers of assets and exchanges of ownership interests.