O Imposto de Renda e a mutação patrimonial resultante da Incorporação de Ações

Abstract

The incidence of income tax over the possible capital gain resulting from the incorporation of shares operation has been the subject of much controversy in tax Law in Brazil. This work departs from an analysis of the concept of income, as well as the delineation of the incidence of income tax, to get to the demonstration that the assets mutation suffered by the shareholders of the company whose shares were incorporated resembles more a subrogation of property, than any kind of sale of shares. To reach such a conclusion, an analysis of the concepts of alienation and subrogation is made, followed by a detailed description of the procedure and the effects of the incorporation of shares, and then the similarity between the concepts of alienation and subrogation is compared to the effects on the assets of the shareholders of the company that has all of its shares acquired by another company.