Capital Gains Tax on Revaluation: Legal Form Changes in Egypt

In the ever-evolving realm of business, companies often embark on structural transformations, such as mergers, acquisitions, and reorganizations, to expand their operations and enhance their competitive edge. These transformative endeavors, however, necessarily entail tax considerations that must be meticulously addressed to ensure adherence to pertinent regulations. One such crucial tax consideration involves the potential capital gains tax arising from the revaluation of assets during a legal form change.

Capital Gains Tax in Egypt

Law No. 91 of 2005 lays the groundwork for capital gains taxation in Egypt through the Income Tax Law. This law dictates that capital gains derived from the sale or disposal of assets, encompassing revaluation gains, are subject to taxation. The taxable amount is determined by calculating the disparity between the book value and the disposal value of the asset.

Capital Gains Tax on Revaluation in Case of Legal Form Change

When a company undergoes a legal form change, the revaluation of assets can trigger implications related to capital gains tax. However, the law offers specific conditions under which the tax can be deferred or potentially even eliminated.

Conditions for Deferring Capital Gains Tax on Revaluation

• Recording Assets and Liabilities at Book Value: The company is obligated to record its assets and liabilities at their book value as of the date of the legal form change for tax purposes.
• Depreciation and Allocations: The depreciation on assets must be calculated, and allocations and reserves must be transferred in accordance with the rules established prior to the legal form change.
• Shareholding Restrictions: The shares and holdings resulting from the legal form change cannot be disposed of within the three-year period following the change.

Deferred Tax and Subsequent Changes

Compliance with the aforementioned conditions allows the company to defer the capital gains tax on revaluation. However, if the company undergoes another legal form change or dissolves for any reason, the deferred tax becomes due.

Legal Form Change Cases

The following are examples of legal form changes that may trigger capital gains tax on revaluation:

• Merger of Resident Companies: The consolidation of two or more resident companies into a single entity.
• Division of Resident Companies: The partitioning of a resident company into two or more resident companies.
• Conversion of Person Companies: The transformation of a company of persons into a company of funds or the conversion of one money company into another money company.
• Transformation of a Legal Person: The metamorphosis of a legal person into a financial company.

Tax Treatment of Revaluation Differences

• Disposal of Fixed Assets: Capital gains realized from the disposal of previously revalued fixed assets, including destruction or seizure, are subject to tax. The tax is calculated based on the difference between the book value before the legal form change and the disposal value.
• Depreciation of Specific Assets: For assets falling under Clause [3] of Article (25) of the law, depreciation is calculated based on their book value before the legal form change. Upon disposal, they are treated according to Article (26) of the law.
• Movement of Reserves and Allocations: The movement of reserves and allocations is monitored based on their balances before the legal form change. The increase in these reserves and allocations, if resulting from revaluation differences, is subject to tax, with the exception of differences arising from revaluation stipulated in clauses (1) and (2) of the law.
• Liquidation Profits: Profits realized upon liquidation are subject to tax if there is no change in asset values after the legal form change, as in the case of land costs.

Non-Compliance with Book Value Recording

If the company fails to comply with the condition of recording assets and liabilities at book value, the capital gains resulting from the legal form change are subject to tax before deducting any losses. The company can still adopt depreciation rates based on the new revalued values.

Conclusion

Companies embarking on legal form changes must meticulously consider the potential capital gains tax implications arising from asset revaluation. By possessing a comprehensive understanding of the relevant tax regulations and adhering to the prescribed conditions, companies can effectively manage their tax liabilities and minimize potential tax burdens.

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