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V0042-16 8 January 2016 · SG de Impuestos sobre la Renta de las Personas Físicas Criterion in force
IRPF · canje de participaciones

Exchange of voting shares for non-voting shares generates capital gains or losses

A shareholder has enquired about Personal Income Tax (IRPF) treatment when converting voting shares into non-voting shares with a minimum dividend. The Directorate General for Taxes (DGT) has ruled that this operation constitutes a barter and must be taxed as a capital gain or loss.

The question raised

Taxation in Personal Income Tax (IRPF) regarding the exchange of social shares.

The DGT's ruling

The transformation of social shares through exchange implies a variation in the composition of equity that qualifies as a capital gain or loss pursuant to Article 33.1 of Law 35/2006. The transfer value shall be the higher of the market value of the new shares or that of the old shares being replaced, applying the valuation rule for swaps under Article 37.1.h). The new shares shall have the date of the exchange as their acquisition date, and the result shall be imputed to the savings tax base.

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