Vinculated operations

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Vinculated operations to the valuation of companies

When the price is true and there is an agreement between the buying and selling parties as they are related operations, that is, when there is a capital participation between the buying and selling company or they are the same partners in both companies with a participation of more than 25 %, we may be facing an assumption of related-party transactions.

This type of operations is required to be supported through an assessment to comply with the requirements established in the Tax Agency. Carrying out the assessment of the company saves both on inspections and penalties from this body that can be absolutely disproportionate.

Valuation rules

A.- Favorable audit report. The valuation will be carried out according to the theoretical value resulting from the last approved balance sheet, provided that this, either on a mandatory or voluntary basis, has been subject to review and verification and the audit report will be favorable.B.- Unaudited balance or unfavorable audit report. In the event that the balance sheet has not been audited or the audit report is not favorable, the valuation will be made for the highest value of the following three:
  1. Nominal value
  2. Theoretical value resulting from the last approved balance sheet
  3. Value resulting from capitalizing at the rate of 20% the average of the profits of the three fiscal years closed prior to the date of accrual of the Tax.

Dividends distributed and allocations to reserves will be computed within the benefits, excluding those for regularization or updating of balance sheets.

To calculate the capitalization of the average profits, the following formula may be used:

Capitalization = [(B1+B2+B3) /3]*(100/20)

Being B1, B2 and B3 the profits of each of the three fiscal years closed prior to the date of accrual of the tax.

In the first place, before a purchase-sale of shares / and or shares, between partners, subsidiaries, which can be considered related operations and in this case you must know in advance the tax value in order to avoid an inspection and important penalties. future,

In the event that the purchase-sale value of participations and / or shares is lower than the values ​​established by the Tax Agency, we recommend that you carry out a VALUATION report – for tax purposes that would expose the corporate-economic reasons that have led to trade the operation below its value. The Report has the value of an expert report and will be carried out at the same time as the transmission and will be incorporated both in the deed of sale and in the income statement for the following year. 

Said report is also recommended when the corporate operation is carried out by means of a capital reduction or purchase in treasury stock, where the Tax Agency would apply the same valuation methods as in purchase-sales between partners.

The application of the operation linked to the sale between partner-administrators and / or subsidiary companies, `can have devastating tax consequences if the rules of valuation of linked operations by the Tax administration are applied, with a double corrective effect that affects the company and / or transferring partner, as well as the company and / or acquiring partner.

Avoid this inspection and application of double correction by carrying out a prior economic-tax assessment of the value of the company and communicating the related transaction.

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