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V3072-17 23 November 2017 · SG de Impuestos Patrimoniales, Tasas y Precios Públicos Criterion in force
ITPAJD · operaciones societarias

No ITP due on corporate operations when contributing real estate or shares to a company based outside Spain

A taxpayer inquired whether the contribution of real estate and company shares to an entity in the United Arab Emirates is subject to ITP and AJD. The DGT ruled that no tax is due on corporate operations as the taxable event does not occur in Spain, although the contribution of real estate could be subject to the variable rate of AJD.

The question raised

Confirmation that, for the purposes of Transfer Tax and Stamp Duty, the proposed operations, namely the non-monetary contribution of real estate and the contribution of shares in the company CSL:

The DGT's ruling

The contribution of real estate or shares to a company with its effective management seat or tax residence outside of Spain is not subject to Transfer Tax (ITP) for corporate operations, as the taxable event occurs outside the territorial scope. The exemption under the Securities Market Law does not apply because these are not onerous transfers. In the contribution of shares, the variable rate for Stamp Duty (AJD) is not applicable as they are not registrable, whereas in the contribution of real estate, it could be subject to the variable rate if a public deed is executed.

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