BOE-A-2026-11137 ·23 May 2026 ·Resolution Low impact
Tax

Companies in liquidation: proof of municipal capital gains tax payment not required for registration of dissolution and asset allocation

The Directorate General for Legal Certainty and Public Faith has ruled that the dissolution and liquidation of a company does not trigger liability for the Tax on the Increase in Value of Urban Land (art. 110 of Royal Legislative Decree 2/2004). Consequently, the Registrar cannot suspend the registration of the dissolution deed due to a failure to provide proof of the self-assessment or declaration of said tax. The resolution rejects the application of a registry refusal based on lack of tax accreditation in this specific case.

In 2 key points

  1. The dissolution and liquidation of a company is not subject to the Tax on the Increase in Value of Urban Land, art. 110 RDL 2/2004. (Fundamentos de Derecho Primero.1)
  2. The registrar is not bound by the assessments of other registrars or those of their predecessors, Legal Grounds Second.2. (Fundamentos de Derecho Segundo.2)

How it affects those involved

For companies undergoing dissolution and liquidation, it is confirmed that the allocation of assets to shareholders does not constitute a taxable event for municipal capital gains tax in this context, thereby preventing registry blockages (art. 110 RDL 2/2004). Land Registrars are not bound by previous assessments from other registries or by the criteria of other registrars, maintaining their independence (Legal Grounds Second.2).

Lifecycle

2026-05-23PublishedPublished in the BOE
Official text Based on BOE data (boe.es). Information, not advice.
PDF on boe.es

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