SUNAT analyzes the case of a non-domiciled holding company (Company \u201cA\u201d) which, within the framework of a dissolution, liquidation and\nextinction process carried out abroad, distributes among its non-domiciled shareholders its remaining assets, consisting\nmainly of: (i) a financial asset with no connection to Peru and (ii) 55% of the shares of a non-domiciled legal entity\n(Company \u201cB\u201d) which, in turn, owns 75% of the shares of a company incorporated in Peru (Company\n\u201cC\u201d)<\/p>\n
In this regard, the query is whether, in such case, an indirect transfer of shares of Company \u201cC\u201d has occurred, in accordance\nwith the provisions of subsection e) of article 10 of the Income Tax Law.<\/p>\n
Indirect transfer of shares and Peruvian-source income<\/strong><\/p>\n The Income Tax Law establishes that non-domiciled subjects are taxed only on their Peruvian-source income,\nwhich includes income obtained from the indirect transfer of shares of companies domiciled in the\ncountry.<\/p>\n In this regard, an indirect transfer is configured when shares of a non-domiciled company are transferred which, in\nturn, owns shares of a Peruvian company, provided that the conditions set forth in subsection e) of\narticle 10 of the LIR are met.<\/p>\n Concept of transfer and requirement of valuable consideration<\/strong><\/p>\n SUNAT recalls that, for tax purposes, transfer implies a transfer of ownership for valuable consideration.<\/p>\n Likewise, it specifies that valuable consideration exists when the advantages granted to one of the parties arise from obligations performed\nor assumed by the other party. Conversely, a gratuitous transaction is characterized by one of the parties obtaining a benefit\nwithout assuming any consideration.<\/p>\n Therefore, for a taxable transfer to exist, the existence of reciprocal obligations involving a\ntransfer of assets for valuable consideration must be verified.<\/p>\n