The procedure for determining income when a limited liability company applying the simplified taxation system transfers property to a member leaving the company will be clarified

A bill containing amendments to Article 346.17 of the Tax Code of the Russian Federation has been submitted to the State Duma for consideration.
This draft federal law “On Amending Article 346 of Part Two of the Tax Code of the Russian Federation” (hereinafter referred to as the draft law) has been developed to implement the legal position reflected in the Resolution of the Constitutional Court of the Russian Federation dated January 21, 2025. No. 2-P “On the case of reviewing the constitutionality of subparagraph 5 of paragraph 3 of Article 39, paragraph 1 of Article 41, paragraphs 1 and 2 of Article 248, paragraphs 1 and 2 of Article 249, as well as paragraph 1 of Article 34615 of the Tax Code of the Russian Federation in connection with the request of the Supreme Court of the Russian Federation” (hereinafter referred to as the Resolution).

In its ruling, the Constitutional Court of the Russian Federation concluded that when a limited liability company applying a simplified taxation system transfers (alienates) the economic benefit of such a taxpayer in the form of the actual (market) value of the share, determined in accordance with the established procedure at the time after its transfer to the taxpayer, is subject to taxation.

The court ruled that the provisions of the Tax Code of the Russian Federation challenged by the applicant were inconsistent with the Constitution of the Russian Federation, since, due to their vagueness, they allow for arbitrary decisions when determining the amount of taxable income in the case in question.

The draft law introduces amendments to Article 346.17 of Part Two of the Tax Code of the Russian Federation. It is proposed to supplement this article with a new provision establishing a rule whereby, upon the transfer (alienation) of property by a taxpayer—a limited liability company—in payment of the actual value of a share to a participant who has left the company, the actual value of the share (part of the share) for which the property was transferred (alienated), determined in accordance with the established procedure on the day following the day of alienation of the property (transfer of rights to it).

As stated in the explanatory note to the draft law, taking into account the instructions given by the Constitutional Court of the Russian Federation to the federal legislature, the draft law proposes to enshrine in the Tax Code of the Russian Federation the changes arising from the Resolution as permanent norms.

Link: https://sozd.duma.gov.ru/bill/960728-8