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V2565-14 1 October 2014 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · régimen especial de aportaciones

The special regime for asset contributions to expedite a corporate liquidation cannot be applied

A company entering liquidation intends to contribute its real estate assets to a new company to avoid joint ownership and expedite the distribution. The DGT determines that the operation does not qualify as a special reorganization regime and must be taxed under the general regime.

The question raised

Question raised 1) Whether the described operation may qualify for the special tax regime of Chapter VIII, Title VII of the Recast Text of the Corporate Income Tax Law approved by Royal Legislative Decree 4/2004, of March 5.

The DGT's ruling

The operation does not qualify for the special regime of the TRLIS because its purpose is to expedite the liquidation and it does not constitute a valid economic restructuring or reorganization. In Corporate Income Tax, the transferring entity shall include the difference between the market value and the book value. In VAT, the contribution of real estate is subject to tax as it does not constitute an autonomous economic unit. In Personal Income Tax, the partners shall be taxed on the capital gain or loss resulting from the difference between the market value of the assets received and their acquisition value.

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