Proceedings

treatments. For instance, the share capital may come from the actual contributions of
the shareholder/shareholders, and also from complements consisting of profits made
by the company during its operation years or of fiscally recognized or non-recognized
revaluation surplus. The taxation treatment differs depending on the origin of each
structure. Another comment related to these possible asset reimbursements to the
shareholders focuses on whether such reimbursements should be considered or not
dividend payments. When defining dividends, the tax code explicitly states that any
money or other asset distribution performed in relation to the winding-up of a
corporate body is not assimilated to dividends. This means that the reimbursement is
not subjected to dividend taxation. One should nevertheless make a distinction
between the capacity of the shareholder, who may be either an individual or a
corporate body. If the shareholder is a corporate body, the money transferred on the
winding-up is not subjected to dividend taxation, but it will materialize in taxable
revenue of the shareholder/stakeholder. Conversely, if the shareholder is an
individual, the money that is reimbursed is subjected to 16% tax withheld at source, as
it is considered income from the winding-up of a corporate body.
Bearing in mind these remarks, we are now able to draft a fiscal classification of the
equity capital items left after the winding-up of a company:
a) equity capital coming from the actual contributions of the shareholders/
stakeholders, which is reimbursed as such, without being subjected to any
tax; we refer here to share capital components and share premiums;
b) equity capital coming from gross profits or other sums similar to gross
profits – their reimbursement changes the fiscal destination, and it is hence
subjected to profit taxation (legal reserves, other reserves resulted from tax
facilities, untaxed revaluation reserves); the income resulted from the
winding-up of a company is also subjected to 16% taxation after having
withheld the profit tax, if the shareholders/stakeholders are individuals;
c) the equity capital coming from profits that were already subjected to profit
taxation is reimbursed considering the system of law applying to the
beneficiary of the amounts: if the shareholder /stakeholder is a corporate
body, no tax is withheld; if, on the contrary, the shareholder/stakeholder is
an individual, 16% taxation is applied to the income resulted from the
winding-up of a corporate body.
4.2. Comparability
According to the basic rule proposed by this principle the valuation methods and the
accounting policies must be used coherently. Yet, in special cases, changes to the
accounting policies used by the entity are also acceptable. The tax code does not set a
general rule for method changing, yet we may identify tax recognition in at least two
cases: inventories valuation and positive revaluation of tangible assets.
As concerns inventories, the tax code argues that the stock valuation accounting
methods must not be altered during the fiscal year. This means that the stock valuation
method may only be changed at the beginning of the fiscal year. This rule may very
well coincide with the accounting rule, thus almost becoming one and the same
(Hoffman and McKenzie, 2009) Any change to the stock valuation method leads to
the alteration of the stock value in the opening balance sheet of a financial year as
compared to the same stock value found in the closing balance sheet of the previous
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