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V1755-24 16 July 2024 · SG de Impuestos sobre la Renta de las Personas Físicas Criterion in force
IRPF · disolución de sociedades

Dissolution of a company generates a capital gain or loss for shareholders

A shareholder has enquired about the tax treatment regarding the dissolution and liquidation of an inactive company whose sole asset is cash. The DGT has ruled that the difference between the value of the assets received and the acquisition value of the shares constitutes a capital gain or loss.

The question raised

Tax treatment of said operation in the Personal Income Tax of the partners.

The DGT's ruling

The capital gain or loss for the partners is determined by the difference between the market value of the assets and rights received (the cash) and the acquisition value of the equity interest. The acquisition value is composed of the actual amount of the acquisition or subscription, plus inherent expenses and taxes, reduced by depreciation if applicable. This difference shall be included in the savings tax base. The gain obtained is not subject to withholding.

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