Book Value Conditions for Mergers Under PMK 1/2026

PMK 1/2026 was issued and took effect on 22 January 2026 as the fourth amendment to PMK 81/2024. The basic rule stays: Article 392(1) requires market value, and Article 392(2) allows book value after approval from the Director General of Taxes.

The change that affects company plans is in Article 393(2). Items c and d used to say 5 years. Both now say 4 years, covering continuation of the transferor’s business and continuation of the recipient’s business.

Item e has not changed. Fixed assets received may not be transferred for at least 2 years, except for company efficiency.

Who still works with 5 years

Article II covers two groups. Book-value decisions issued before 22 January 2026 stay in force as long as they meet PMK 81/2024 before this amendment. Applications already filed and not yet decided are processed under that earlier text too.

A company that merged in 2024 or 2025 therefore does not automatically get the shorter period. Its 5-year monitoring should stay in place unless the tax office confirms otherwise.

There is one new exception. Article 405(4) excludes recalculation at market value where a taxpayer already holds an earlier approval, has met Articles 393(2)(c) and (d), and restructures again after this regulation took effect.

State-owned enterprises

Articles 392(7) and (8) and 394(4) and (5) change who approves state-owned enterprise restructuring, from the minister overseeing those enterprises to the head of the government agency regulating them.

When conditions are not met

Articles 405(1) and (2) require the tax office to revoke the approval and recalculate at market value on the effective date. Article 405(3) sets who bears the tax: the recipient in a merger, consolidation or acquisition, and the transferor in a spin-off.

Before the effective date

First, confirm the transaction falls within Articles 392(3) to (8). Spin-offs, for example, are open only to the groups in paragraph (6). Then check the fiscal certificate conditions for each company and permanent establishment involved, as Article 393(1)(c) requires.

Once the effective date is set, mark the 6-month application deadline. Articles 394(7) and (8) allow 15 working days to complete documents after a request is received. If that is missed, Article 394(9) closes the application with no decision, and Article 394(10) allows a new application while the 6 months have not passed.

After approval, record the end dates of the 4-year and 2-year conditions in the compliance calendar. Article 406A allows these rules to be evaluated until January 2029, so a staged restructuring should recheck them at each stage.