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V0075-19 14 January 2019 · SG de Impuestos sobre la Renta de las Personas Físicas Criterion in force
IRPF · reducción de capital

Capital reduction with return of contributions may be taxed as investment income or capital gains

A query was raised regarding the taxation of a capital reduction involving the return of contributions and the subsequent sale of shares. The DGT clarifies that the nature of the income depends on whether the reduction affects all of a shareholder's shares or only some, and how the subsequent transfer value is calculated.

The question raised

Taxation of the partners regarding the aforementioned reduction of share capital with the refund of contributions. Likewise, what is the transfer value to be considered in the sale of shares by partner X.

The DGT's ruling

If the reduction partially affects the capital, the refund of contributions that do not derive from undistributed profits may reduce the acquisition value or be taxed as income from movable capital according to equity limits. If the reduction affects all shares, it is considered a separation of partners and is taxed as a capital gain or loss. For the subsequent sale of unlisted shares, the transfer value shall be the amount actually paid if it is proven to be market value; otherwise, it shall be the higher of the net equity or the capitalization value.

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