# Example: Distribution of the share premium and capital reduction with return of contributions in securities not admitted to trading

Don RGM In 2009, it acquired 300 shares of the company “Max, SA” that is not listed on the Stock Exchange for a total amount of 3,000 euros. On October 15, 2022, as a consequence of the capital increase that the aforementioned company carried out the previous year, it received an issue premium of 2 euros per share.

The share capital of the entity "Max, SA" in the last financial year closed prior to the date of distribution of the premium was made up of 2,500 shares with a nominal value of 10 euros, and there were reserves constituted in the amount of 2,500 euros, of which that 1,250 euros corresponded to unavailable reserves.

Solution:

Own Funds Value

• Share capital (2,500 shares. x 10): 25,000.00
• Total reserves: +2,500.00
• Reservations unavailable: –1,250.00
• Own funds value of “Max, SA” company (25,000 + 2,500 - 1,250) = 26,250.00
• Own Funds Value corresponding to the shares of Don RGM (10.5 euros x 300 accs.) (1) = 3,150.00

Note 1) The value of the company's own funds per share will be 10.5 euros [resulted from dividing the value of the company's own funds corresponding to the last financial year closed prior to the date of the premium distribution by the total number of shares of the company. said company, that is, 26,250.00 euros / 2,500 shares].(Back)

Taxation limit

• Own funds value of the shares: 3,150.00
• Acquisition value of the shares: 3,000.00
• Positive difference: 150.00

Taxation of share premium

• Share premium (300 shares. x 2) = 600.00
• Limit (3,150 -3,000) = 150.00

Amount that is taxed as income from movable capital (2): 150.00

Note (2) It will be the positive difference between the value of the own funds corresponding to the shares and their acquisition value, since the return on movable capital to be computed in these cases is limited to the aforementioned positive difference and is not subject to withholding.(Back)

Excess that reduces the acquisition value (600 - 150) (3) = 450.00

Note (3) It will be determined by the excess between the positive difference between the own funds value corresponding to the shares and their acquisition value and the amount of the premium received, that is, 450 euros (600 – 150). As a consequence of the above, the new acquisition value of the shares will be 2,550 euros (3,000 – 450).

If the taxpayer subsequently obtained dividends or participation in profits from the same entity in relation to these shares, the amount of these with the limit of the capital gains previously computed by the distribution of the share premium as a result of the aforementioned difference between the acquisition value and that of the own funds, it will also reduce the acquisition value of the shares.(Back)