Contribution of a sole proprietorship to a company: offsetting capital losses and no cumulation of exemption regimes

The amendment amends Articles 151 octies, 151 octies D and 238 quindecies of the General Tax Code. Where a sole proprietorship or a complete line of business is contributed to a company and the shares received are later sold for less than their contribution (or acquisition) value, the loss could be offset against the deferred business capital gain that becomes taxable on that sale, as an exception to the no-offset rule of Article 150-0 D. In addition, the Article 151 septies exemption would not apply where the Article 151 octies D deferral is chosen, and the Article 238 quindecies regime could not be combined with Article 210 E bis. The offset would apply to sales from 1 January 2027.