Box 00084 Special regime for dissolution of SICAVs (DT 41ª LIS)

Variable capital investment companies ( SICAV ) to which the provisions of letter a) of section 4 of article 29 of the LIS have been applicable ##2##in its wording in force as of December 31, 2021, that during the year 2022 they validly adopt the dissolution agreement with liquidation, and carry out, after the agreement, within six months after said period, all acts or businesses necessary legal procedures according to commercial regulations until the registration cancellation of the company in liquidation, may apply the tax regime provided for in the forty-first transitional provision of the LIS and which is developed below.

This tax regime will not be applicable to cases of dissolution with liquidation of free investment companies, nor of listed variable capital index investment companies.

1. Regime of SICAVs that agree to their dissolution and liquidation

This box will be checked by the SICAVs that apply the tax regime provided for in the forty-first transitional provision of the LIS, that is, the SICAVs that meet the following requirements:

1. These are SICAVs to which the provisions of article 29.4 have been applicable. a) of the LIS in its wording in force as of December 31, 2021, and that

2. During the year 2022, they validly adopt the dissolution agreement with liquidation , and carry out, after the agreement, within six months after said period, all the acts or businesses necessary legal according to commercial regulations until the registration cancellation of the company in liquidation.

   The deadline to validly adopt the dissolution agreement with liquidation ended on December 31, 2022, so the period to carry out all the acts and businesses necessary to liquidate the company until its registration cancellation ends on June 30, 2023. 

According to the provisions of letter b) of section 2 of the forty-first transitional provision of the LIS, SICAVs that agree their dissolution and liquidation in accordance with the provisions established above, during the tax periods ending until the registration cancellation will continue to apply as provided in letter a) of section 4 of article 29 of this Law in its wording in force on December 31, 2021.

These entities that check the box [00084] “Special SICAV dissolution regime (DT 41 LIS)” will also have to check the boxes [00003] “Variable capital investment company or financial investment fund” or [00008 ] «Variable capital investment company that does not meet the requirements of art. 29.4 a) LIS» on page 1 of form 200, depending on whether or not they meet the requirements of article 29.4 a) of the LIS in its current wording for tax periods that begin on or after January 1, 2022.

2. Regime for shareholders of SICAVs in liquidation

This box will also be checked by the partners of the SICAVs in liquidation that apply the tax regime provided for in letter c) of section 2 of the fortieth transitional provision of the LIS.

For the purposes of Corporate Tax, the partners of the company in liquidation will not include in their tax base the income generated in the liquidation as long as they reinvest the total money or assets that correspond to them as a liquidation fee in the acquisition or subscription of shares or participations in other SICAVs or financial investment funds that meet the requirements to apply the reduced tax rate of 1 percent established in article 29.4 a) and b) of the LIS, in which case the new shares or participations acquired or subscribed will retain the value and acquisition date of the shares of the company being liquidated.

For the deferral of the income obtained in the dissolution established in the previous paragraph to be applicable, the reinvestment must meet the following requirements:

• It must be aimed at all of the money or assets that make up the member's liquidation fee, without partial reinvestment being possible, and may be carried out in one or more collective investment institutions.

• Said reinvestment must be carried out before seven months have elapsed from the end of the period for the SICAV in liquidation to validly adopt the dissolution agreement with liquidation (December 31, 2022). Consequently, the period to carry out the reinvestment ends on July 31, 2023, although nothing prevents the reinvestment from being carried out within the year 2022.

  In the event that among the assets of the SICAV in liquidation there may be tax credits against the Tax Administration derived from withholdings and payments on account of the Corporation Tax borne and that become liquid with subsequent to the deadline established for reinvestment (July 31, 2023), the reinvestment of the amount of said credits may be carried out within the month following the date of each cash collection paid by the Tax Administration into the SICAV account. Likewise, in the case of supervening assets that are also considered part of the member's liquidation fee, the reinvestment of the amount that makes up the additional quota awarded for the supervening asset will be one month computed from the date on which the liquidator awarded the member his additional liquidation fee.

• The partner must communicate to the company in liquidation his decision to accept the reinvestment, in which case the entity in liquidation will refrain from making any payment of money or delivery of goods to the partner who corresponds as a settlement fee. In addition, the partner must provide the company with documentation proving the date and value of acquisition of the shares, in the event that the company does not have such information.

• Likewise, the partner will communicate to the collective investment institution in which the reinvestment will be carried out his own identification data, those corresponding to the company in liquidation and its managing entity and depository entity, as well as such as the amount of money or assets that make up the liquidation fee to be reinvested in the destination institution. For these purposes, the partner will complete the corresponding subscription or acquisition order, authorizing said institution to process said order with the company in liquidation.

• Once the order is received by the company in liquidation, the reinvestment must be carried out by means of the transfer ordered by the latter to its depositary, on behalf and by order of the partner, of the money or assets that are the subject of the reinvestment, from the accounts of the company in liquidation to the accounts of the collective investment institution in which the reinvestment is made. Said transfer will be accompanied by information regarding the values and dates of acquisition of the shares of the company in liquidation to which the reinvestment corresponds.