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V0270-16 25 January 2016 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · cesión global de activo y pasivo

Entity receiving global transfer of assets and liabilities must include income from the transferor's liquidation

A foundation has requested clarification on whether it must report the income and expenses of an entity X that performs a global transfer of assets and liabilities. The Directorate General of Taxes (DGT) indicates that the transferor entity must include the difference between the market value and the tax value of the transferred elements, and that the foundation, in its capacity as a shareholder, will include the difference between the market value of what it receives and the tax value of its shareholding.

The question raised

1. Whether all income and expenses of entity X must be imputed to F from 1 January 2015 for Corporate Income Tax purposes. If the answer is positive, whether such imputation must be made in the following cases:

The DGT's ruling

The transferring entity must include in its tax base the difference between the market value of the transferred elements and their tax value in the period of its liquidation. The partner receiving the elements through the liquidation shall include the difference between the market value of the assets received and the tax value of the cancelled share. In the case of foundations subject to Law 49/2002, the income obtained from the liquidation of the entity shall be exempt. The imputation of the transferring entity's income and expenses to the receiving entity is governed by the applicable accounting and commercial regulations.

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