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V3001-21 3 December 2021 · SG de Impuestos Patrimoniales, Tasas y Precios Públicos Criterion in force
ITPAJD · operaciones societarias

Dissolution of a company is taxed as corporate operations and settled at its tax residence

A company holding property in an autonomous community different from its registered office proposes its dissolution. The DGT has ruled that the transaction must be taxed as corporate operations rather than onerous transfers of assets, and must be settled in the community where the entity has its tax residence.

The question raised

Which taxes must be settled in relation to the referred operation, whether it would be Corporate Operations in the Autonomous Community of the registered office, or if, on the contrary, the Property Transfer Tax must be settled in the Autonomous Community where the real estate is located.

The DGT's ruling

Dissolution with allocation of assets to partners is subject to the corporate operations modality by virtue of the principle of specialty, with the partners being the taxable persons. The tax base is the value of the allocated assets without deducting debts, at a rate of 1 per 100. If there is an excess of allocation relative to the participation share, this excess shall be taxed separately as onerous transfers of property. The settlement must be carried out in the autonomous community where the company has its tax residence.

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