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A query is made regarding the taxation under Corporate Income Tax, Personal Income Tax, and Transfer Tax/Stamp Duty resulting from the dissolution of a company where a shareholder receives real estate while assuming the mortgage debt. The DGT rules that the company must be taxed on the difference in value and the shareholder must calculate their capital gain based on the market value.
Question posed: What would be the taxation of the company under Corporate Income Tax and Transfer Tax, as well as that of the shareholders under Personal Income Tax, if the company is liquidated and the shareholder receives the real estate, subrogating to the payment of the mortgage loan? Should the shareholders' participation at the time of the company's dissolution be taken into account for the distribution of assets?
In Corporate Income Tax, the entity must include in its tax base the difference between the market value of the assets transferred to the shareholders upon dissolution and their tax value. For the shareholder under Personal Income Tax, the assumption of the mortgage debt forms part of the acquisition value of the real estate, whereas the capital gain or loss is determined by the difference between the market value of the assets received in the liquidation and the acquisition value of their shares.
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