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Taxes and fees during liquidation of trading partnership

Managing tax and tax returns during liquidation of a trading or limited partnership.

When you end activities, the company can either sell the assets or the partners can take them over privately.

Taxable withdrawals for the company

The company's assets can either be sold or transferred to partners. If a partner takes over assets from the company, an own withdrawal is made, which leads to withdrawal taxation in the company. Own withdrawals therefore affect the company's income tax and VAT returns. An example is a partner taking out a machine or stock of clothes.

For withdrawal taxation, you must include the asset’s market value as income in the company's income tax return. The market value is what the company can get paid for the equipment when selling it to outsiders. For income tax purposes, it is therefore as if the asset had been sold by the company. Only assets that would have been taxed in economic activity if they were sold are subject to withdrawal tax. Read about capital taxed assets such as commercial properties below. You should also include depreciated equipment for taxation.

Partners

For partners who take over assets from the company that lead to withdrawal taxation, the partner's capital account and the adjusted acquisition cost are reduced. The tax effect is the same as if you had first withdrawn money from the company and then bought the asset privately.

VAT

If the company is VAT registered, the company must declare output VAT of withdrawal. VAT on own withdrawals is calculated based on the purchase price or the market value excluding VAT, whichever is lowest. If the purchase price is missing, you can use the cost price instead. The cost price consists of all the costs you have had to produce the goods. You declare the VAT in the trading partnership’s  VAT return.

Commercial property

If a partner who is a natural person has taken over a commercial property from the trading partnership, the partner shall be taxed for the profit in the capital tax schedule. The accounting result from the transfer must be included in the trading partnership's profit or loss statement, but should not affect your share of the company's profit or loss. You must therefore adjust the result of the transfer in your declaration supplement (N3A).

For partners who are legal persons, the result of the property transfer is calculated according to the rules of the income tax schedule, but the gain is taxed in the economic activity tax schedule as part of the total taxable income of the business. Therefore, in the legal person's tax return, you must adjust the accounting and tax result of the transfer.

Paying the right preliminary tax for the company

Does your company pay preliminary tax each month for property tax, real estate tax or special payroll tax? In this case, the preliminary tax may not be correct when the company ceases its activities. To pay the correct preliminary tax, you should therefore file a new preliminary income tax return for the company.

If the company does not submit a new preliminary income tax return, it will continue to pay the same preliminary tax as before.

Change your debited preliminary tax at The Swedish Tax Agency

Paying the right preliminary tax as a partner

The preliminary tax you pay today is unlikely to be the same as the tax you will pay when you liquidate the company. To pay the correct preliminary tax, you should submit a new preliminary income tax return. There you indicate your share of the company's final result. Don't forget to take into account any funds to be reversed for taxation

If you do not file a new preliminary income tax return, you will continue to pay the same preliminary tax as before. Otherwise, you risk a tax debt being handed over to the Enforcement Authority for collection.

Change your debited preliminary tax at The Swedish Tax Agency (in Swedish)

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