Planning to move assets, business operations or companies within a group? Skattepunkten helps you assess the Swedish tax consequences before the restructuring takes place, including changes involving a foreign parent company or owners abroad.
Restructuring can mean combining activities, separating business divisions, changing ownership or preparing for a sale. The commercial aim, agreements, accounting and tax treatment need to fit together. We explain the Swedish issues in English and help you assess the alternatives before you act.
Plan before the next step
Planning a business restructuring?
Tell us about the companies, their owners, the countries involved and the change you want to achieve. We can then identify the Swedish questions and the records needed for an initial assessment. Registration is not an order.
If you have any questions before submitting your registration, you are always welcome to contact us.
A structure that supports your next move
How we help you plan a company restructuring
We consider the business, ownership, contracts and tax position together, so you have a clearer basis for deciding how and when a transfer, merger or division should take place.
Intra-group transfers
We assess the Swedish tax consequences before assets or businesses are transferred between related companies.
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- Transfers of assets, liabilities and business operations
- Below-market-value transfers and withdrawal taxation
- Ownership, tax values and group contribution conditions
- Consequences for both companies and shareholders
- … and more
Mergers and business divisions
We review the proposed combination or separation of operations so the commercial and tax structure can work together.
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- Transfers of an entire business or a business division
- Mergers, demergers and other reorganisations
- Assets, contracts, employees and financing
- Coordination with accounting and company-law advisers
- … and more
Ownership and holding structures
We consider how a new structure affects the companies, their owners and the next stage of the business.
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- Holding companies and changes in ownership
- Closely held companies, dividends and the 3:12 rules
- Preparation for investment, a sale or succession
- Cross-border ownership and the sequence of transactions
- … and more
From the current structure to the next steps
How we work
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Describe the change
You explain the commercial goal, the companies and owners involved, and the intended timetable. We identify the Swedish questions and any international connections.
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Map the current structure
We review ownership, business operations, agreements, book values and tax values. The existing structure and the proposed steps are considered together.
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Assess the alternatives
We assess the relevant tax conditions and the consequences of each route. Accounting, company law and advice in other countries are coordinated where needed.
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Plan implementation
We agree the sequence of steps, supporting records and responsibilities. Where included in the assignment, we assist with tax reporting and follow-up.
Swedish restructuring questions explained in English
Frequently asked questions about company restructuring
What does restructuring a company or group mean?
It is a change in how business operations, assets, liabilities or ownership are organised. Examples include combining activities in one company, separating business divisions or changing a group structure.
Can assets be transferred at book value without tax?
Not automatically. A price below market value may lead to withdrawal taxation unless the relevant conditions for relief are met. Consequences for shareholders, including deemed dividends, may also need to be assessed.
Are book value and tax value the same thing?
They need not be. The value in the accounts and the tax basis of an asset can differ. We review both, together with the proposed price and market value, before assessing the transfer.
What is an underprisöverlåtelse?
It is a Swedish tax concept concerning certain transfers below market value. Whether the specific rules can apply depends on the transaction and statutory conditions, not simply on the companies belonging to the same group.
Can you help with a merger or a business division?
Yes. We assess the Swedish tax questions and which restructuring rules may be relevant to the proposed steps. The actual assets, business operations, liabilities and consideration need to be identified.
Can you help create or change a holding structure?
Yes. We review the ownership, commercial purpose, timing and tax position before a holding company or other ownership change is put in place. The assessment also considers the owners and any planned future sale.
Can restructuring affect the Swedish 3:12 rules?
It can affect an individual owner through changes in ownership, qualified shares and future dividends or capital gains. The owner-level consequences need to be considered alongside the tax position of the companies.
What if the parent company or other group members are abroad?
The Swedish steps need to be considered alongside the rules in the other countries involved. A group policy or treatment accepted abroad does not by itself establish the Swedish tax result. Local advice and cross-border pricing questions may also be needed.
What information should we prepare?
Start with the current and proposed group charts, ownership details, accounts, tax values, relevant contracts and the intended timetable. Explain what is to move, between which entities, and on what terms.
Does the restructuring need to be fully planned before we contact you?
No. Describe the change you want to achieve and the companies, owners and countries involved. We can help identify the alternatives and the information needed before agreements are signed or assets are transferred.
Want help planning a company restructuring?
Register as a new client so we can consider how we can help you. Registration is not an order. If you have any questions before submitting your registration, you are always welcome to contact us.
Swedish expertise with international reach
Coordinating a restructuring across borders
Changes to a group can affect companies, assets and owners in several countries. As a member of ETL GLOBAL, Skattepunkten can coordinate with relevant local specialists when the assignment calls for it.
You retain a clear contact in Sweden while the Swedish assessment is connected with the advice needed in the other countries. Accounting, audit and company-law advisers can be involved where relevant.
Official guidance
Relevant links
English guidance on changing a business and transferring shares or assets, followed by the Swedish Tax Agency's detailed legal guidance, marked below.
This page provides general information, not an assessment of a particular restructuring. The tax treatment depends on the companies, ownership, assets, tax values, agreements, relevant tax year and other circumstances. Cross-border steps also require consideration of the other countries' rules and any applicable treaties.