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V0839-21 8 April 2021 · SG de Impuestos Patrimoniales, Tasas y Precios Públicos Criterion in force
ITPAJD · reducción de capital

Capital reduction through forgiveness of passive dividends does not trigger tax on corporate operations or gradual AJD

A query was raised regarding whether a capital reduction intended to forgive non-enforceable passive dividends is subject to tax on corporate operations or the gradual modality of the Stamp Duty (AJD). The DGT ruled that the transaction does not trigger tax under either modality and that such dividends do not form part of the tax base in the event of dissolution.

The question raised

RITPAJD RD 828/1995 art. 75-4. TRLITPAJD RDLeg 1/1993 arts. 1, 19-1, 25-4, 31-2

The DGT's ruling

There is an incompatibility between the corporate operations modality and the gradual AJD (Stamp Duty) rate. In the capital reduction through the forgiveness of passive dividends, the tax base is zero as there is no return of contributions, therefore it does not trigger a settlement for corporate operations nor for the gradual AJD modality. Likewise, in the event of dissolution and liquidation, the amount of the forgiven passive dividends that were not due does not form part of the tax base for corporate operations.

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