Determining the acquisition value of shares in company liquidations

The liquidation of a company involves determining the capital gain or loss experienced by the shareholder. This calculation depends directly on the difference between the value of the assets received and the acquisition value of the shares being extinguished.

What the DGT has ruled

The Dirección General de Tributos (DGT) has addressed the question of which value should be applied as the acquisition value when dealing with securities not admitted to trading. The criterion establishes that the capital gain or loss in the liquidation is the difference between the market value of the assets received and the acquisition value of the share.

In the specific case of shares that are not listed on a stock exchange, the acquisition value that the acquirer must consider will be that which the Tax Administration determines through the rules established in Article 37.1.b) of the IRPF Law.

What it means for you

If you are a shareholder in a company entering liquidation, the calculation of your tax impact on the IRPF is not arbitrary. The historical cost or the nominal value of the shares is not sufficient if they are not admitted to trading.

The relevance of this criterion lies in the fact that the acquisition value for the shareholder will be subject to the valuation methodology that the AEAT applies according to current regulations. This directly conditions the taxable base of the capital gain or loss that must be declared in your tax liquidation.

What you should do

In a corporate liquidation scenario, it is necessary to:

• Identify whether the shares subject to the transaction are admitted to trading.
• Analyze the application of the rules in Article 37.1.b) of the IRPF Law to determine the applicable acquisition value.
• Assess each particular situation to ensure that the calculation of the capital gain or loss complies with the regulations of the IRPF Law and the General Tax Law.