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V2445-22 28 November 2022 · SG de Impuestos Patrimoniales, Tasas y Precios Públicos Criterion in force
ITPAJD · operaciones societarias

Capital reduction without distribution of assets to shareholders is not subject to corporate transaction tax

A single-member company has enquired whether a capital reduction intended to increase voluntary reserves, without the distribution of assets to the shareholder, is subject to Stamp Duty (ITP and AJD). The Directorate General for Taxes (DGT) has ruled that while the transaction constitutes a taxable event for corporate operations, the tax base is zero.

The question raised

Subject to the corporate operations and documented legal acts modalities of the described capital reduction operation.

The DGT's ruling

A capital reduction constitutes a taxable event under the corporate operations modality of the ITP and AJD. However, as no assets or rights are transferred to the shareholder, the tax base shall be zero and no taxation will occur. Due to the incompatibility between modalities, the operation shall not be taxed under the documented legal acts modality either.

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