The formation of Compensation Boards does not involve a transfer of assets

The Directorate General of Taxes (DGT) has issued a relevant ruling regarding the fiscal nature of the formation of Compensation Boards. The analysis focuses on determining whether this act constitutes a transfer of assets or if it should be taxed under Transfer Tax (ITP) and Stamp Duty (AJD).

What the DGT has ruled

The administration has determined that the formation of a Compensation Board with a fiduciary nature does not involve a transfer of assets. Since there is no transfer of ownership of assets between subjects, the operation falls outside the scope of ITP.

Regarding Corporate Operations Tax, the DGT points out that if the Board were to carry out lucrative activities, the formation deed would be subject to the tax, but the corresponding exemption for the formation of companies would apply. Finally, regarding AJD, liability will depend on whether the deed contains valuable content and is registrable in the registries provided by law. If the registration is limited to an administrative registry, liability would not occur by default.

What it means for you

For entities operating under this model, this ruling provides legal certainty regarding the initial tax burden. Companies or groups forming these boards should not face transfer tax simply due to their creation, as there is no change in the ownership of the assets.

In the event that the Board carries out profit-making activities, the tax burden for corporate operations would be mitigated by the legal exemption applicable to the formation of entities, provided that regulatory requirements are met.

What should be done

It is necessary to analyze the nature of the Compensation Board and the type of registry where the deed is intended to be registered. The determination of liability for AJD is conditioned by the ability to value the deed and its registrable character in specific legal registries. It is recommended to assess the structure of the Board and the purpose of its activities to ensure compliance with the regulations of the TRLITPAJD.