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V1351-16 31 March 2016 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
OTRO · disolución de sociedades

Dissolution and liquidation of a company involving the allocation of a plot of land is subject to CIT, IRPF, VAT, ITPAJD and IIVTNU

A query was made regarding the tax burden arising from the dissolution of a company and the allocation of its assets to the shareholders. The DGT analyses the implications for Corporate Income Tax, Personal Income Tax (IRPF), VAT, Transfer Tax (ITPAJD), and the Tax on the Increase in Value of Urban Land (IIVTNU).

The question raised

Question raised: Taxes to which the dissolution and liquidation operation is subject, involving the adjudication of the company's assets to the heirs of its shares, both regarding the company and regarding the beneficiaries of its assets.

The DGT's ruling

In Corporate Income Tax, the entity must include in its tax base the difference between the market value of the transferred assets and their tax value. In Personal Income Tax, partners obtain a capital gain or loss based on the difference between the market value of the assets received and the acquisition value of their shareholding. In VAT, the transfer of a plot of land constitutes a mere supply of goods subject to the tax, as it does not constitute an autonomous economic unit. In the Tax on Non-Inherited Wealth and Gift Tax, the dissolution is a taxable corporate operation where the partners are taxpayers based on the real value of the assets received. Finally, the Real Estate Transfer Tax accrues due to the increase in value of the urban land transferred.

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What is published here, applied to a company or a specific case. The first meeting is free.

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