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Tax liability in terms of capital gains on disposal of shares in case of conversion of a sole proprietorship into a limited liability company

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You inquired whether the profit obtained from selling your shares in a limited liability company would be taxed as capital gains and how the acquisition date for calculating the indexed acquisition cost should be determined.

The relevant tax law defines capital gains as profits derived from selling or transferring certain assets, including partnership rights or shares.

The calculation of net capital gains involves deducting acquisition costs, sale-related expenses, and taxes from the sale price, with indexation adjustments applied if the inflation rate exceeds 10%.

For the sale of your limited liability company shares, the acquisition date is considered the company’s establishment date following its legal transformation. The acquisition cost is based on the recorded book value of your capital share as of that date.

The portion of the calculated capital gains exceeding the annual exemption limit must be declared in an annual income tax return.


Source: Revenue Adminstration Special Note
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