Guide to m&a tax 2022

iii Tax free contribution of assets:
• 
In the case of a tax free contribution transfer of assets, a company transfers all or a branch of its assets and liabilities to another company in exchange for shares 
in the receiving company.
• 
The reorganisation may be carried out with or without the DTA’s permission, in the latter case a three year holding requirement apply (see above for 
further details).
• 
The contribution must be registered through the Danish Tax Agency’s online self-service platform.
iv Tax free exchange of shares:
• 
An exchange of shares involves a shareholder exchanging their shares in one company for shares in another company.
• 
The reorganisation may be carried out with or without the DTA’s permission.
• 
As for exchanges without prior approval, it is a condition that the shares are exchanged at market value, and that the shares in the acquiring company are 
considered to have been acquired at the same time and for the same price as the exchanged shares. Additionally, the exchanged shares may not be sold or 
otherwise divested within three years of the exchange.
• 
The exchange must be registered through the Danish Tax Agency’s online self-service platform.
e. Purchase agreement
The share purchase agreement (“SPA”) should generally include a description of the shares sold (either all of target’s shares or specific description of the shares).
The SPA should also specify, whether dividends that have been distributed but are not yet due for payment (i.e. pending dividends) should be paid to the buyer 
or the seller.
If the target company is part of a joint taxation group, the SPA (or an attached schedule) should regulate the termination of joint taxation, including joint taxation 
contributions.
The buyer usually requires more extensive indemnities and/or warranties about any undisclosed tax liabilities of the target company. The extent of the indemnities or 
warranties is a matter for negotiation and should reflect the findings from the tax due diligence review of the target company.
Previous income years are open for reassessment until 1 May in the fourth year after the relevant income year (additional two years for controlled transactions). In 
exceptional cases (e.g. gross negligence or intent to evade tax) the tax authorities may investigate and resume completed income years. In this case, an ultimate 
statute of limitation period of 10 years applies. The SPA should therefore include a general warranty that all taxes (including joint taxation contributions), VAT and other 
charges have been calculated correctly, as well as reported and paid on time.
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