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V1047-22 10 May 2022 · SG de Impuestos sobre la Renta de las Personas Físicas Criterion in force
IRPF · separación de socios

Sale of all shares to the company for redemption is taxed as capital gain or loss from partner separation

The taxpayer intends for their company to acquire all of their shares for redemption through a capital reduction. The DGT rules that, as this affects all of their holdings, the regime for partner separation applies.

The question raised

Whether the special rule established in Article 37.1.e) of Law 35/2006 on Personal Income Tax applies to the transaction in cases of shareholder separation and, if the previous question is answered in the affirmative, what the transfer value would be for the purpose of calculating the potential capital gain or loss.

The DGT's ruling

When the acquisition of shares by the company for their cancellation affects all of a shareholder's holdings, the special valuation rule of Article 37.1.e) of the Personal Income Tax Law applies. This rule establishes that the income obtained is considered a capital gain or loss, calculated as the difference between the value of the company's liquidation quota or the market value of the assets received and the acquisition value. The value of the shares is a matter of commercial law that the taxpayer must substantiate.

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