B Law & Tax
22 February 2024

Contradictory expert appraisal is not applicable in the valuation of unlistedcompany shares according to legal regulations

The Supreme Court ruled that the contradictory expert appraisal is not applicable in the valuation of non-listed company shares according to legal regulations. The Court examined whether the transmission value of shares in a non-listed company, calculated according to the criteria established in the mentioned article, could be reviewed through contradictory expert appraisal. 

This article stipulates that, unless proven otherwise, the transmission value must be at least the higher of either the theoretical value resulting from the net worth of the last closed fiscal year before the tax accrual date or the result of capitalizing at 20% the average of the results of the three fiscal years preceding the accrual date. The judgment determines that contradictory expert appraisal is a right of the taxpayer in the face of value verification carried out by the tax authorities. 

However, in this case, since the value is determined directly by the application of legal regulations and not as a result of a value verification, contradictory expert appraisal is not applicable. The Supreme Court’s ruling of January 12, 2024 (Rec. 2705/2022) specifically states that: ‘The determination of the transmission value of shares in a company through the application of the valuation rule contained in article 37.1.b) of the Personal Income Tax Law is not the result of a value verification and therefore cannot be revised through contradictory expert appraisal.’ This decision is based on the fact that the valuation does not arise from a value verification by the tax authorities but is instead directly based on legal regulations.

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