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V2987-20 5 October 2020 · SG de Impuestos sobre la Renta de las Personas Físicas Criterion in force
IRPF · amortización de participaciones

Redemption of all shares held by a shareholder is taxed as a capital gain or loss

A shareholder enquired whether the acquisition of their shares by the company for redemption purposes is taxed as a transfer of securities not admitted to trading. The DGT ruled that, as it affects all of their shares, the shareholder separation regime applies.

The question raised

Whether the referred operation would be taxed in accordance with the rules established in the Personal Income Tax Law for the onerous transfer of securities not admitted to trading.

The DGT's ruling

When the acquisition of shares by the company for their redemption affects all shares held by a shareholder, the special valuation rule of Article 37.1.e) of the Personal Income Tax Law applies. This rule establishes that the difference between the value of the company's liquidation quota or the market value of the assets received and the acquisition value shall be considered a capital gain or loss. This criterion is applied as it is the most specific rule for cases in which the shareholder ceases to hold their status with respect to the company.

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