SICAV Partner: Income derived from SICAV liquidations

With effect for tax periods beginning on or after January 1, 2022, the forty-first transitional provision of the LIS establishes that the SICAVs to which the provisions of article 29.4 a) of the LIS in its version in force as of December 31, 2021 have been applicable, which during 2022 agree to their dissolution and liquidation , may apply the tax regime provided for in the aforementioned transitional provision provided that they meet the following requirements :

1. During the year 2022, validly adopt the dissolution agreement with liquidation . The deadline for adopting this agreement therefore ended on 31 December 2022.

2. Subsequent to the agreement, within six months after the deadline for adopting said agreement (December 31, 2022), carry out 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. 

The dissolution with liquidation of the SICAVs that is carried out in accordance with the above will have the following tax regime:

1. In relation to those SICAVs that agree to their dissolution and liquidation during the year 2022, in the tax periods beginning on or after January 1, 2022, and ending on the date of their registration cancellation, the tax rate of 1 percent will be applicable provided that the requirements set out in article 29.4, letter a), of the LIS are met in its version in force as of December 31, 2021.

2. The partners of the SICAV in liquidation will not include in the taxable base the income derived from the liquidation of the company, provided that they reinvest all of the money or assets (a partial reinvestment is not possible) that corresponds to them as a liquidation share in one or more collective investment institutions provided for in letters a) or b) of article 29.4 of the LIS, in which case the new shares or participations 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 being 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 supported 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 communicate to the company in liquidation 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 communicate to the collective investment institution in which he will make the reinvestment 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.

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.

Filling in form 200

In application of the special tax regime provided for in the forty-first transitional provision of the LIS, the partners of the SICAV will not include in their tax base the income derived from the liquidation of the entity, provided that they reinvest the total amount of money or assets that correspond to them as a liquidation share in the manner and under the conditions provided for in said provision, so in these cases they must make a negative adjustment for said amount in box [01014] "SICAV Partner: Income derived from liquidations of SICAVs (DT 41. 2 LIS)» on page 13 of form 200.