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V2589-23 27 September 2023 · SG de Impuestos sobre la Renta de las Personas Físicas Criterion in force
IRPF · ganancia patrimonial

Transfer value of shares in labour companies may be the agreed amount if market value is proven

A query was raised regarding whether the value agreed upon by the partners of a labour company can be considered the market value for the transfer of its shares. The DGT ruled that the amount actually paid may be used, provided it is proven to coincide with what independent parties would have agreed upon under normal market conditions.

The question raised

Whether the value agreed upon by the partners can be considered to correspond to that which independent parties would have agreed upon under normal market conditions, as established in Article 37.1.b) of the Personal Income Tax Law, in the event of a future transfer of said shares.

The DGT's ruling

For the transfer of securities not admitted to trading, the transfer value shall be the amount actually paid if it is proven to correspond to the market value through evidence admissible in law. In worker-owned companies, the partners may establish valuation criteria in the bylaws which shall prevail, although it cannot be stated abstractly that such value will always coincide with the market value. Verifying whether the agreed value is the market value is a question of fact to be assessed by the management and inspection bodies.

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