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V2251-24 21 October 2024 · SG de Impuestos sobre la Renta de las Personas Físicas Criterion in force
IRPF · ganancia patrimonial

Sale or contribution of shares by employees is not subject to withholding by the company

A company has requested clarification on whether it must withhold tax from employees resident in Spain regarding the contribution and subsequent sale of shares in a foreign company during a restructuring process. The DGT has ruled that while these transactions generate capital gains or losses, they are not subject to withholding tax.

The question raised

Whether there is an obligation for the taxpayer to perform withholding on the income that, in this case, may be received by the taxpayer's employees as a consequence of the following operations:

The DGT's ruling

The contribution of shares to a new company and the subsequent sale thereof are classified as capital gains or losses pursuant to Article 33.1 of the Personal Income Tax Law (LIRPF). In accordance with Article 75 of the Personal Income Tax Regulations, these capital gains do not constitute income subject to withholding or payment on account.

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