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 SICAV to which the provisions of article 29.4 a) of the LIS have been applicable in its wording in force on December 31, 2021, which during the year 2022 agree to its dissolution and liquidation , may apply the tax regime provided for in the aforementioned transitional provision as long as they meet the following requirements :

1. During the year 2022, validly adopt the dissolution agreement with liquidation . Therefore, the deadline to adopt this agreement ended on December 31, 2022.

2. After the agreement, carry out all the necessary legal acts or transactions according to commercial regulations up to six months after the deadline they have to adopt said agreement (December 31, 2022). 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. 

The dissolution with liquidation of the SICAVs 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 January 1, 2022 and ending on the date of their registration cancellation, The tax rate of 1 percent will be applicable as long as the requirements set forth in article 29.4, letter a) of the LIS in its wording in force as of December 31, 2021 are met.

2. The partners of the SICAV in liquidation will not include in the tax base the income derived from the liquidation of the company, provided that reinvest all of the money or assets (partial reinvestment is not possible) that corresponds to them as a liquidation fee 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 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 of his decision to benefit from the reinvestment, in which case the entity in liquidation will refrain from making any payment of money or delivery of goods to the corresponding partner as a liquidation 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 depositary 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.

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.

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 reinvest the total amount of money or assets that corresponds to them as a liquidation fee in the manner and with the conditions provided for in said provision, so in these cases they must make a negative adjustment for said amount in box [01014 ] «SICAV Member: Income derived from SICAV liquidations (DT 41. 2 LIS)» on page 13 of model 200.