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Accounting during liquidation of a trading or limited partnership

Here you can read about accounting during liquidation. These include the accounting of revenue, the distribution of interest and the reversal of funds.

Employer declaration

You must report payments and tax deductions for each employee every month. The easiest way to do this is in the e-service Submit PAYE tax return at skatteverket.se. As of January 1, 2024, you must provide information on how much the payee received in cash compensation or benefit that refers to board fees. On the individual data, you fill in the amount for the board fee in box 023 - Of which compensation is board fee. The board fee must also be included in the amount you report as cash compensation or benefits.

Company income tax return 

You must provide a tax return for the company as long as it is registered with the Swedish Companies Registration Office. This also applies if you have notified deregistration for F-tax, VAT and as an employer to the Tax Agency. 

Commercial property 

If a partner takes over a commercial property, you must declare the distribution in the company's income tax return. The company must reverse previously allowed deductions for improvement repairs and maintenance in the year you end the company and the five preceding years. The company shall also reverse any previously granted depreciation allowance as revenue in the economic activity. Transfer of commercial property is taxed in the capital tax schedule for individuals and estates and in the economic tax schedule for legal persons. 

Partner's income declaration 

As in previous years, you must disclose your share of the company's result in your income tax return. The calculation is made as usual on form N3A, which is submitted with the income tax return. But you must also declare on form K15A, disposal of share in trading partnership. On this form, use the standard N3A annex to calculate your profit or loss, which you enter on your ordinary income tax return. The final time you file a tax return for your share in the trading partnership, there is a little more to think about than usual. For example, you must reverse expansion funds and tax allocation reserves for taxation.

Download the Swedish Tax Agency's form K15A, disposal of share in a trading partnership (in Swedish)

Equipment and stock 

If you take over as a partner equipment or stocks from the company, they are considered as own withdrawals. On own withdrawals, the trading partnership must account for withdrawal VAT, calculated on the purchase value or the cost price. Please note that withdrawals must be valued at market price in the trading partnership's income tax return.  

All own withdrawals affect the adjusted acquisition cost. The value that affects the adjusted acquisition cost is that which the company has reported for taxation including VAT. 

Transfer of commercial property and property rights to partners and related parties 

If a trading partnership transfers a property or property right to a partner in the trading partnership at a price below the market value, special taxation may apply. This is the case if the property or property right can be assumed to become a private dwelling because of the transfer. You should take the market value, and not the actual compensation, as the disposal price. The amount by which the actual compensation is less than the market value must be taken as an own withdrawal. This also affects the adjusted acquisition cost of the partner. 

Funds 

Once it has been decided that the company will enter into liquidation each partner shall reverse the expansion fund and all tax allocation reserves for taxation. This also applies when a partner chooses to leave the company. 

Interest distribution 

At the time of your last declaration of your share in the company, you can carry out interest distribution if any part of the financial year is to be accounted for by you. An interest distribution means that you calculate interest on your capital in the company. The interest distribution can be either positive or negative and shall be calculated on the capital base. The capital base is calculated on the basis of your adjusted acquisition cost at tax year beginning of the tax year. 

You must make a negative interest distribution if the capital base, at the end of the last financial year, is negative by more than SEK 50,000. The amount must be included as income in the economic activity tax schedule. You must then deduct the same amount in the capital tax schedule. 

You may make a positive interest distribution if there was a positive capital base of more than SEK 50,000 at the end of the last financial year. When economic activities cease, positive interest distribution can also be made for reversed tax allocation reserves as well as reduction of expansion funds. You can deduct this amount in the economic activity tax schedule. The same amount must then be included as income in the capital tax schedule. 

If your last financial year is shorter than 12 months, the amount of the distribution must be adjusted to take account of the length of the financial year. 

Individual social security contributions and special payroll tax 

In the year in which the economic activity ceases, you can calculate the final individual social security contributions or the special payroll tax and deduct these directly in the last income tax return for the economic activity. Otherwise, you make a standard deduction for the individual social security contributions/special payroll tax in the income tax return for the last year of the activity, but then you must make a final reconciliation of the individual social security contributions/special payroll tax the following year. 

See exact calculation of individual social security contributions at the Swedish Tax Agency (in Swedish) 

Deficit in the company 

If you have ended the activity of the trading partnership, as a partner you are not usually allowed to deduct the deficit. If you end your activity within the first five financial years, you can also offset the deficit against income from services. 

A limited or other partner with limited liability for the company's debts may not deduct more from the deficit than he has invested or undertaken to invest. 

Capital gain or loss 

When you end your company, you must calculate a capital gain or capital loss on your share in the company, which you report on your income tax return. The calculation is made by reducing what you receive in liquidation by the amount of expenses. The cost amount is the same as the adjusted acquisition cost. 

Tax account 

The company tax account remains in place even after the company has been liquidated.  

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