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V1814-15 9 June 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
OTRO · sociedad patrimonial

Liquidation of a company via transfer of property to a shareholder triggers Corporate Tax, IRPF, VAT, ITP and IBI tax obligations

A property-holding company that rents out a property wishes to undergo liquidation by offsetting a debt to a shareholder through the transfer of said property. The DGT determines the corresponding taxation under Corporate Tax, IRPF, VAT, ITP and the municipal tax on the increase in value of land.

The question raised

If the company is liquidated due to the retirement of the sole partner, and the payment of the debt is offset by the delivery of the real estate to the partner, which taxes would have to be settled.

The DGT's ruling

In Corporate Income Tax, the entity must include the difference between the market value of the real estate and its tax value. For the partner, the delivery constitutes an onerous acquisition regarding the debt portion and a capital gain or loss regarding the liquidation quota portion. For VAT, the delivery is a taxable and exempt operation (unless waiver is exercised). For Transfer Tax (ITP), the adjudication in payment of debt is an onerous transfer, whereas the liquidation without remaining assets lacks a taxable base. Finally, the operation is subject to the Real Estate Tax (IIVTNU).

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