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Taxes and fees on the sale of assets and liabilities

Managing tax and tax returns when selling assets and liabilities.

When assets and liabilities are sold, the result appears in the company's accounts and is taxed for shareholders like all other company revenue. The company will remain with the partners but without assets or liabilities. The natural next step is for the company to cease and liquidated. 

The company must declare the sale of assets and liabilities for taxation 

You must include the sale price as revenue in the company's accounting. As a partner, you are taxed as usual on your share of the company's profits with tax and individual social security contributions. 

Equipment 

The company may deduct the part of the purchase price of equipment for which depreciation deduction has not previously been claimed. The same applies if the company has paid compensation for, for example goodwill or the company name. 

If, as a partner, you have kept any inventory privately, withdrawal taxation must be applied up to the market value. The market value is what the company can get paid for the equipment when selling it to outsiders. The company shall recognise the value as income in income tax return. 

Commercial property 

If the company sells a commercial property, the partner is taxed on the gain in the capital tax schedule, if they are a natural person or estate. However, the sale must still be included in the company's result and an adjustment must therefore be made in the partner's income statement. 

Legal persons which are partners report the result in economic activities instead, even though the result is calculated according to the capital gains rules. Therefore, in the legal person's tax return, you must adjust the accounting and tax result of the transfer. 

VAT 

There will be no VAT on the sale if the company sells the whole activity to someone who continues to run it and who has a right to deduct input VAT. 

However, if you keep some or all of the equipment, the company shall normally account for output VAT. You calculate the VAT on the lower of the purchase price or the market value excluding VAT. 

If the company is voluntarily liable to pay tax on the letting of premises, the buyer usually takes over the rights and obligations associated with the voluntary tax liability. 

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 you sell the assets and liabilities. To pay the correct preliminary tax, you should therefore file a new preliminary income tax return for the company. 

Read about and submit a preliminary income tax return on the Swedish Tax Agency's website (in Swedish) 

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

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 sell the assets and liabilities and/or 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 

Read about and submit a preliminary income tax return on the Swedish Tax Agency's website (in Swedish) 

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.