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

Variable capital investment companies ( SICAV ) to which the provisions of letter a) of section 4 of article 29 of the LIS in its version in force as of December 31, 2021, have been applicable, which during 2022 validly adopt the dissolution with liquidation agreement, and carry out, after the agreement, within six months after said period, all the necessary legal acts or transactions 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 the 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 SICAVs that apply the tax regime provided for in the forty-first transitional provision of the LIS, that is, SICAVs that meet the following requirements:

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

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

   The deadline for validly adopting the resolution of dissolution with liquidation ended on December 31, 2022, so the period to carry out all the acts and transactions 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, the SICAVs that agree to their dissolution and liquidation in accordance with the provisions set forth above, during the tax periods that conclude until the registration cancellation, will continue to be subject to the provisions of letter a) of section 4 of article 29 of this Law in its wording in force as of December 31, 2021.

These entities that tick box [00084] “Special regime for dissolution of SICAV (DT 41 LIS)” will also have to tick 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 version for tax periods beginning on or after 1 January 2022.

2. Regime for partners of SICAVs in liquidation

This box will also be checked by the partners of 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 Corporation Tax, the shareholders of a company in liquidation will not include in their tax base the income generated in the liquidation provided that they reinvest all the money or assets that correspond to them as a liquidation share in the acquisition or subscription of shares or interests 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 interests acquired or subscribed will retain the value and date of acquisition of the shares of the company subject to liquidation.

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

• It must have as its object the totality of the money or assets that make up the partner's liquidation quota, without partial reinvestment being possible, which may be carried out in one or several collective investment institutions.

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

  In the event that among the assets of the SICAV in liquidation there may be tax credits against the Tax Authority derived from withholdings and payments on account of Corporate Tax incurred and which become liquid after 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 Authority into the SICAV account. Likewise, in the case of accrued assets that are also considered part of the partner's liquidation quota, the reinvestment of the amount that makes up the additional quota awarded for the accrued asset will be one month computed from the date on which the liquidator awarded the partner his additional liquidation quota.

• The partner must notify the company in liquidation of his decision to accept reinvestment, in which case the entity in liquidation will refrain from making any payment of money or delivery of goods to the partner that corresponds to him as a liquidation share. 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, partner will inform the collective investment institution in which he will make the reinvestment of his own identification data, those corresponding to the company in liquidation and its management entity and depositary entity, as well as the amount of money or assets comprising the liquidation quota 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 before the company in liquidation.

• Once the order has been 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 of and by order of the partner, of the money or assets subject to reinvestment, from the accounts of the company in liquidation to the accounts of the collective investment institution in which the reinvestment is to be carried out. Such transfer shall be accompanied by information regarding the values and dates of acquisition of the shares of the company in liquidation to which the reinvestment corresponds.