Yes. The minimum tax exemption for a newly formed taxpayer expressly excludes a taxpayer that is the legal successor of one dissolved without liquidation. A successor company created by a merger into a new company or a division therefore pays minimum tax for the period covered by its first tax return. For a period shorter than twelve months, the amount is calculated proportionately.
The rule and its exception
A taxpayer pays minimum corporate income tax for each tax period in which the tax liability calculated in its return is lower than the prescribed minimum tax, or in which it reports a tax loss.
The Act exempts several groups of taxpayers. The first is a newly formed taxpayer. Under Section 46b(7)(a) of the Income Tax Act, minimum tax is not paid by:
a taxpayer that becomes obliged for the first time to file a tax return for the tax period in which it was formed, except a taxpayer that is the legal successor of a taxpayer dissolved without liquidation.
(unofficial English translation)
That final exception is the entire issue. A new company formed as a successor in a merger into a new company or a division into new companies is a newly formed taxpayer, but the exemption does not apply to it. It pays minimum tax from its first period.
Why this comes as a surprise
When planning a corporate transformation, it is natural to assume that a new company ‘starts from zero’ and has no additional tax obligations beyond the ordinary ones in its first year. This does not hold for minimum tax.
The effect is most apparent where the successor company is not yet profitable in its first period, for example because integration is under way or because the accounting effective date was set so that the first tax period is short. The tax liability arises nevertheless.
How much it is
The amount of minimum tax depends on taxable income or revenue for the tax period. Under Section 46b(2) of the Income Tax Act, in the version effective from 1 January 2026:
| Taxable income or revenue | Minimum tax |
|---|---|
| Not exceeding EUR 50,000 | EUR 340 |
| Over EUR 50,000 up to EUR 250,000 | EUR 960 |
| Over EUR 250,000 up to EUR 500,000 | EUR 1,920 |
| Over EUR 500,000 up to EUR 5,000,000 | EUR 3,840 |
| Over EUR 5,000,000 | EUR 11,520 |
The final band is new. It was added by the consolidation package, Act No. 261/2025 Coll., which split the former highest band. Until the end of 2025, there were four bands and the highest was simply ‘exceeding EUR 500,000’. The new rules first apply to a tax period beginning on or after 1 January 2026.
A short tax period is calculated proportionately
For a tax period shorter than twelve immediately consecutive calendar months, minimum tax is calculated by multiplying one twelfth of the minimum tax by the number of calendar months in that period (Section 46b(6)).
Short periods are common in corporate transformations because they are linked to the accounting effective date. Choosing that date therefore has this additional, rarely discussed tax dimension.
Minimum tax paid is not necessarily lost
The positive difference between minimum tax and the tax calculated in the return may be credited against tax liability in up to the three immediately following tax periods, but only against the portion exceeding the minimum tax (Section 46b(5)).
However, the entitlement to the credit ends on the date the taxpayer is dissolved without liquidation or enters bankruptcy or liquidation (Section 46b(8)). If a company with an unused credit enters a merger, the credit’s value is lost; it does not pass to the successor. During target due diligence, we therefore ask about unused credits and do not include them in the price as an asset.
Who does not pay minimum tax
In addition to newly formed taxpayers, subject to the exception above, Section 46b(7) exempts in particular taxpayers for periods during liquidation and bankruptcy, taxpayers operating a sheltered workshop or sheltered workplace, registered social enterprises, land associations meeting the statutory conditions, and taxpayers from the period in which they receive notice of the commencement of company dissolution proceedings.
Minimum tax is halved for a taxpayer whose average recorded number of employees with disabilities is at least 20% of its total average recorded workforce (Section 46b(3)).
What to factor into transformation planning
- A successor company created by a merger into a new company or a division into new companies must budget for minimum tax from the outset.
- The accounting effective date affects the length of the first tax period and therefore the amount of minimum tax.
- The disappearing company’s unused minimum tax credit is lost; do not count it in the target’s valuation.
Where we handle this
We prepare corporate transformations, including mergers, divisions and partial divisions, through mergers and acquisitions, covering the transformation plan and timing of the accounting effective date. We compare company liquidation as an alternative before a route is chosen; the tax consequences differ.
We are lawyers, rather than tax advisers. We propose the timing and structure with these consequences in mind and leave the tax calculation to a tax adviser.
This answer provides general information on the law as at 9 August 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.
