Non-validation of Royal Decree-Law 16/2025, which included, among other measures, the extension of the suspension of the cause for dissolution due to losses

On Wednesday, 28 January 2026, the Official State Gazette (BOE) published the Resolution of 27 January 2026, issued by the Congress of Deputies. This resolution orders the publication of the Agreement to repeal Royal Decree-Law 16/2025, of December 23, as it failed to be ratified by said body.

Consequently, Royal Decree-Law 16/2025 is no longer in force, rendering invalid the corporate and tax measures it contained. Regarding corporate matters, the extension of the suspension of the cause for dissolution due to losses —originally applicable until the 2026 year-end— as set out in the Fourth Additional Provision of the aforementioned regulation, is now void. However, it should be noted that the repeal does not nullify the effects produced while Royal Decree-Law was in force, that is, until 28 January 2026. Therefore, at the end of the 2025 financial year (31 December 2025), the measure remained applicable, with its effects ceasing as of 28 January 2026. This circumstance must be taken into account when analysing the potential existence of the cause for dissolution due to losses, as provided for in Article 363.1e) of the Consolidated Text of the Spanish Law on Capital Companies (TRLSC).

Regarding tax matters, the measures included in Royal Decree-Law 16/2025 were expressly contingent upon their ratification by the Congress of Deputies, which ultimately did not occur. Among the primary measures that lapse as a result of this repeal, the following stood out:

• The extension for the 2026 fiscal year of the exclusion limits for the objective assessment (‘modules’) method in Personal Income Tax (IRPF) and, correspondingly, the limits for the simplified regime and the special regime for agriculture, livestock, and fishing in VAT, as well as the provision of a special period for waivers and revocations effective for 2026.

• The extension of various tax incentives linked to electric mobility and renewable energies. Specifically, regarding Personal Income Tax (IRPF), the window to apply deductions for purchases of electric vehicles and charging points, as well as deductions for energy efficiency improvements in homes, was to be extended. Regarding Corporate Income Tax, incentives for investments in electric vehicles and charging infrastructures were maintained, and the possibility of free depreciation for self-consumption electrical or thermal installations using renewable energy to replace fossil fuels sources was reintroduced.

• The provision of an extraordinary period for both the withdrawal from the Immediate Supply of Information (SII) regime and the de-registration from the monthly VAT refund registry, effective for the 2026 fiscal year.

We must now wait to see if these measures are eventually incorporated into future regulations or if administrative criteria and interpretations are issued to allow for their continued application —as occurred following the non-ratification of Royal Decree-Law 9/2024, particularly concerning the extension of the objective assessment (‘modules’) regime.