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V1919-14 16 July 2014 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IRPF · ganancia patrimonial

Acquisition value of shares in liquidation includes benefits from tax transparency and family holding company regimes

A dental clinic company requested guidance on calculating the acquisition value of its shares to determine the capital gains for partners during liquidation. The DGT ruled that this value must incorporate undistributed profits from periods when the company was taxed under tax transparency or family holding company regimes.

The question raised

First.- For the purposes of determining the capital gain for each of the participating partners (all natural persons) in the operation of dissolution and liquidation with adjudication (without excess) of the assets, consisting of real estate (99%) and cash (1%), and the liabilities, consisting of capital plus reserves (99%), without significant debts or mortgage loans, what will be the acquisition value of the share for the purposes of determining the capital gain: The acquisition price of the share plus the generated and undistributed profits minus the negative results since the beginning of the activity (net equity) or the acquisition price of the share at the time of the incorporation of the company.

The DGT's ruling

The capital gain or loss of the partners is determined by the difference between the market value of the assets received and the acquisition value of the shares. This acquisition value includes the purchase price plus the undistributed social profits obtained during the periods of tax transparency or family holding companies. If the partners acquired the shares after said profits, the acquisition value must be reduced by the dividends or shares in profits from those periods.

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