Contributing shares to a company will generate a capital gain or loss

The Directorate General of Taxes (DGT) has specified the tax treatment that individuals must receive when making non-monetary contributions of shares from one company to another. This scenario, common in corporate reorganization processes, has direct implications for the settlement of Personal Income Tax (IRPF).

What the DGT has resolved

The advisory body determines that the contribution of shares from a company to a new entity involves a change in the owner's equity. Therefore, this operation must be classified as a capital gain or loss.

To calculate the result of this operation, the transfer value must be determined. According to the DGT's criteria, this value is obtained by calculating the difference between the acquisition value of the shares and the highest of the following three values:

• The nominal value plus issuance premiums.
• The trading value.
• The market value.

The result obtained from this calculation must be included in the taxpayer's savings tax base. Likewise, the resolution indicates that, if the established legal requirements are met, the special regime provided for in the Corporate Tax Law could be applied.

What it means for you

If you are an individual deciding to contribute shares from one company to another, you will not be making a tax-neutral movement. The administration considers that a transfer of assets exists, which triggers the obligation to declare the resulting profit or loss in your income tax return.

The relevance of this criterion lies in the determination of the transfer value. Since you must compare the nominal, trading, and market values, the value used for the calculation could be higher than the taxpayer expects, increasing the savings tax base.

What is advisable to do

In the face of this type of operation, it is necessary to perform a prior analysis of the value of the shares to determine the exact tax impact. It must be verified whether the operation fits within the tax neutrality assumptions provided for in corporate regulations to avoid an unexpected tax burden in the IRPF. Each contribution structure requires a technical valuation of the assets involved.