What is a corporate operation?
A corporate operation is any transaction that affects the equity or the shares of a company.
- Capital increase or reduction
- Separation of partners (a part of the shareholders leave, logically in exchange for something) and society reduces its capital
- Fusion: two or more companies join (merge) into one of them. The shareholders of one and the other (or others) become shareholders of a single company
- Splitting: a company is divided into two or more companies, or part of its assets and liabilities leave the initial company to form one or several new companies. Reductions and capital increases occur
- Exchange of shares: it becomes a swap of shares
- Transmission of shares or interests: can be a sale, exchange, donation or similar
What is the Transaction Value (VT)?
The VT is the amount in which a corporate transaction is made.
If we talk about splits, mergers, exchange of shares and similar, the value that is given by the parties to the operation in question.
If we talk about a purchase or a swap, it is the price of the operation, always respecting the fiscal minimums, if they can be calculated, and the financial debt assumed by the buyer minus the surplus treasury, if any, is added to it.
- At the price of the shares or interests, we commonly call it “equity value”, on the other hand, the total value of the company we call “Enterprise Value”
- The VT may not coincide with the purchase price or the fiscal value of the assets transferred.
The tax value of assets
Tax rules always speak of the “market value” or “real value” of assets that change hands, that is, the owner. There are rules in all taxes on how you should calculate, or at least you will have formulated some default criteria.
In the case of a sale of shares, the Treasury tries to find the real value of things. The minimum value will be the books’ value. If there is a higher value in the transaction, the Treasury will always take the latter.