Transfer of subscription rights
Preferential subscription rights are rights that grant the partner the preference over third parties to subscribe for new shares or participations, in proportion to the nominal value of the shares or participations they hold at the time the company carries out an increase in share capital or in the issuance of debentures convertible into shares.
In the transfer of subscription rights we must distinguish:
A. Tax regime applicable as of January 1, 2017
As of January 1, 2017, the amount obtained from the transfer of subscription rights derived from securities admitted to trading that correspond to the taxpayer due to his or her status as a partner or participant in the capital of the entity is considered capital gain for the transferor. in the tax period in which the aforementioned transfer occurs.
In the transmission of these subscription rights, you will be obliged to withhold or deposit on account by the IRPF , the depositary entity and, failing that, the financial intermediary or the public notary who has intervened in the transmission. The withholding to be practiced on the capital gains derived from the transfer of subscription rights is 19% of the amount obtained in the operation or, in the event that the person obliged to practice it is the depositary entity, of the amount received by it. for delivery to the taxpayer.
Important: Since January 1, 2017, the tax treatment derived from the transfer of subscription rights has been equalized, whether they are rights from securities admitted to trading or not admitted to trading. In both cases, the transfer of subscription rights will be taxed as capital gain in the year in which it occurs.
B. Tax regime applicable until December 31, 2016
Until December 31, 2016, the amount obtained in the transfer of subscription rights derived from this class of shares and participations reduced the acquisition value of the shares from which they came for the purposes of future transfers, and if the amount obtained in The transfer of the subscription rights turned out to be higher than the aforementioned acquisition value, so the difference was considered capital gain for the transferor.
This same regime, which was abolished as of January 1, 2017, was applicable to the amount obtained from the transfer of pre-emptive subscription rights resulting from capital increases carried out in order to increase the degree of dissemination of a company's shares in advance. to its admission to trading in one of the official secondary securities markets provided for in the consolidated text of the Securities Market Law, approved by Royal Legislative Decree 4/2015, of October 23 ( BOE of October 24).
Remember: As of January 1, 2017, the tax treatment of the amount obtained from the transfer of subscription rights derived from securities admitted to trading was modified and is now considered capital gain. As a consequence of said modification, a transitional regime has been established that allows taxpayers to determine the acquisition value of securities admitted to trading by deducting the amount obtained from the transfers of subscription rights carried out until December 31, 2016, with the exception of the amount of such rights that would have been taxed as capital gain.