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V3768-15 30 November 2015 · SG de Impuestos sobre las Personas Jurídicas Criterion in force
IS · transformación societaria

Transformation of a limited company into a SICAV does not end the tax period if the tax rate remains unchanged

A limited company has enquired whether its transformation into a variable capital investment company (SICAV) constitutes the generation of taxable income. The Directorate General of Taxes (DGT) has ruled that if the new entity does not apply a different tax rate due to failing to meet legal requirements, the tax period is not considered concluded.

The question raised

Whether the transformation of a limited liability company into a variable capital investment company entails the obtaining of any type of income for tax purposes in the company undergoing transformation.

The DGT's ruling

The transformation of the corporate form only concludes the tax period if it determines a modification of the tax rate or the application of a different tax regime. If the resulting entity is a SICAV with a number of shareholders below the legal minimum, it may not apply the 1% rate provided for in the LIS. In that case, the transformation does not fulfill the requirement of a change in tax regime and the conclusion of the tax period does not occur.

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