On July 10, 2021, Law 11/2021, of July 9, on measures to prevent and combat tax fraud, transposing Directive (EU) 2016/1164, of the Council, of July 12, 2016, which establishes rules against tax avoidance practices that directly affect the functioning of the internal market, modifying various tax rules and the regulation of gambling.

Below we will focus mainly on the modifications introduced in the Corporate Tax (IS) in relation to the tax regime of variable capital investment companies (SICAV), detailing the substantial changes and the effective moment of operation of the measures.

1. MODIFICATIONS TO THE TAX REGIME OF SICAVs:

1.1. Modifications to Law 27/2014, of November 27, on Corporate Tax (LIS) in relation to the requirements of the minimum number of shareholders, which will be applicable from January 1, 2022:

• Article 29.4 a) of the LIS is reformed, establishing the 1% rate for SICAVs that meet the requirement of a minimum of 100 shareholders, including a series of specifications:
  
  
  
  • Only those whose net asset value is equal to or greater than €2,500 will be counted towards compliance with the minimum number of shareholders.
  
  
  • In the case of SICAVs by compartments, the minimum number of shareholders in each compartment will be computed as those who own shares for a liquidating amount of €12,500.
  
  
  • This requirement does not apply to Free Investment Companies (SIL), companies whose shareholders are exclusively other Collective Investment Institutions (IIC), Master-Feeder, and exchange-traded funds (ETFs).
  
  
  • These requirements must be met for at least three quarters of the year. Companies that do not meet these requirements will be taxed at the general rate of 25 percent.
  
  
  
  

• During the year 2022, the SICAVs may agree to dissolution and liquidation, carrying out all the necessary acts for the registration cancellation, which will be exempt from the Tax on Asset Transfers and Documented Legal Acts (ITP-AJD) in its Corporate Operations modality. (OS).


• Partners, both natural persons and legal entities, may benefit from a special regime of tax neutrality with respect to the capital gain that becomes evident once the liquidation of the SICAV has been carried out, with the requirement that the amount obtained be reinvested. in the acquisition or subscription of shares or participations in Spanish IICs. This neutrality would imply that the value of the shares or participations acquired would have the acquisition value corresponding to the shares of the liquidated SICAV.


• In principle there will be no possibility of partial reinvestment. Yes, there is the possibility of reinvestment in several IICs.


• Acquisitions of shares subject to the Financial Transaction Tax (ITF), which would have accrued after the dissolution and liquidation of the SICAV with the consequent reinvestment, will also be exempt.