Tax Aspects of a Special Purpose Vehicle (SPV)

The information provided does not constitute tax advice. Investors should consult with their personal tax advisor before making any decisions. The application of any tax deduction is the sole responsibility of the investor, who must assess, together with their advisor, whether the conditions for applying the deduction are met and whether it is beneficial for their individual tax position.

1. Structure

It is proposed the establishment of a Société par Actions Simplifiée (SAS) with variable capital in France — a limited liability company — as a special purpose vehicle (SPV) with the aim of investing in emerging companies (start-ups) worldwide.

The objective of the SPV is to own the shares of the start-ups, sell them in the future and distribute the capital gains generated by the sale among the SPV's shareholders.

2. Tax regime of the SPV

The SPV will be subject to French corporate income tax (Impôt sur les Sociétés - IS), at the standard rate of 25% on net profits.

2.1. Application of the dividend exemption

Dividends received by an SPV shall be 95% exempt from corporate income tax, provided that the SPV holds at least 5% of the share capital of the company distributing the dividends.

2.2. Application of the Exemption on Income Derived from the Sale of Shareholdings:

Positive income (capital gains) received by the SPV from the sale of its shareholdings in a start-up shall be 88% exempt from corporate income tax, provided that the SPV holds at least 5% of the share capital of the start-up and has maintained such shareholding for a minimum period of two years prior to the sale.

3. Tax deductions

3.1. Norway

The Norwegian tax system, through Section § 6-53 of the Skatteloven (Norwegian Income Tax Act), provides a deduction aimed at encouraging investment in start-up companies (oppstartselskap). This provision allows individuals to deduct up to NOK 1,000,000 annually from their taxable income.

To date, both administrative interpretation and tax doctrine also recognize the possibility of applying this deduction when the investment is made indirectly through an SPV.

In order to qualify for the deduction, both the start-up and the investor must meet a set of specific requirements.

Startup's requirements

• Must be no older than six years at the time of the capital increase registration.
• By year-end of the registration year, the company must have fewer than 25 FTEs employees, less than NOK 40 million in revenue and balance sheet total, and public ownership under 25%.
• If part of a group, thresholds apply to the group as a whole.
• By the end of the registration year or the following calendar year, the company must have at least NOK 400,000 in annual payroll forming the basis for employer social security contributions.
• The company's main activity must not be passive asset management.
• Must not be in financial difficulty at the time of the capital increase.
• Must have repaid any unlawful state aid previously received.
• Must report the share issuance and the type of investment in order for the deduction to be pre-filled in the investor's tax return.

Investor's requirements

• Must be a natural person (individual).
• Must be a tax resident in Norway.
• Must not have been a previous shareholder in the company prior to the qualifying investment.
• Must not be a current or former employee of the company receiving the investment.
• Must not be a close relative of shareholders or employees, as defined by Norwegian tax law (including spouse, children, parents, siblings, etc.).
• Must retain ownership of the shares for the legally required holding period: the year of acquisition plus three full years. Failure to comply will result in repayment of the deduction, including interest and potential penalties.

3.2. Denmark

The Danish tax system, through the Lov om investorfradrag (Investor Deduction Act), provides an income tax deduction for individuals aimed at encouraging the financing of small and medium-sized enterprises in their early or growth stages. This deduction can reach up to 59% of the acquisition value of shares or equity interests, subject to the limits established by the law.

To qualify for this deduction, both the recipient company (målselskab) and the investor must meet a set of requirements.

Startup's requirements:

• The company must be incorporated under Danish law or be a foreign company eligible for exchange of information with Denmark, and meet the conditions set out in § 3 of the law.
• It must be in a start-up or growth phase, defined as either having made its first commercial sale within the past 7 years, or requiring a capital injection exceeding 50% of its average turnover over the past 5 years, according to a business plan focused on expansion.
• It must not be primarily engaged in passive capital investment activities.
• It must have fewer than 250 employees and an annual turnover of less than EUR 50 million, or a balance sheet total of less than EUR 43 million.
• Its shares must not be listed on a regulated market.
• It must not have carried out distributions, significant share buybacks, or granted excessive financial support in the past three fiscal years.
• It must not be in financial difficulty as defined by the European Commission, nor have failed to comply with repayment orders for unlawful state aid.
• The investment must be made through the subscription of new shares, either upon incorporation or as part of a capital increase, and must be paid in cash.

Investor's requirements:

• The investor must be a natural person.
• Neither the investor nor their close relatives may have been shareholders in the target company during the tax year of the investment or the two preceding years.
• The investor must not have transferred assets to the target company (either directly or indirectly through controlled companies) during the same period.
• The deduction cannot be applied if the target company was involved in a tax-neutral restructuring in which the investor or their close relatives had a role in the absorbed entity.
• The investor must hold the investment for at least three years; early disposal of shares or loss of Danish tax residency will trigger clawback of the deduction along with a 3% annual surcharge.

Some interpretations of Danish tax doctrine also consider that the deduction may be applicable when the investment is made indirectly through a Special Purpose Vehicle (SPV).

4. Tax declaration and treatment

4.1. Sweden

In Sweden, the tax system for individuals is primarily focused on the taxation of capital gains and dividends at the moment they are realized. The general tax rate for most capital income, including gains from the sale of shares and dividends, is a flat rate of 30%.

A distinctive feature of the Swedish system is the absence of a foreign asset reporting requirement comparable to Italy's or Spain's. This is largely due to the abolition of the wealth tax in Sweden on January 1, 2007.

As a result, there is no general obligation to annually report the value or balance of financial or patrimonial assets held abroad if they have not generated a taxable event (such as a gain or a dividend) during the fiscal year. Reporting occurs when income or gains are realized, and these are then included in the annual tax return (for example, through the K4 form for the sale of shares).

4.2. Norway

Norway maintains a net wealth tax, which implies a system for monitoring foreign assets. Individuals who are tax residents in Norway are subject to taxation on their worldwide assets.

The reporting of foreign assets and wealth is carried out within the annual tax return (Skattemelding). There is no separate reporting form equivalent to Italy's or Spain's. In the Skattemelding, taxpayers must declare the taxable value of their global assets as of December 31 each year, including foreign bank accounts and financial instruments, they all must be reported annually, including their value, income, and any gains or losses.

Regarding capital gains and dividends, the general tax rate on capital income is 22%. However, for share gains and dividends, this rate is adjusted upward, resulting in an effective tax rate of 37.84% for the 2026 fiscal year.

4.3. Finland

Returns obtained from investments in startups must be reported in the annual tax return. The Tax Administration receives information on securities transactions and monitors that the details of these transactions are correctly reflected in the taxpayer's filing.

Regarding capital gains and losses, any gain or loss arising from the sale of startup shares must be declared at the time the return is realised, not at the time the shares were originally acquired. Taxpayers can review and, where necessary, supplement this information in the pre-completed tax return they receive each spring.

Capital gains and losses can be reported directly through MyTax, the Tax Administration's online portal.

4.4. Denmark

Returns obtained from investments in private equity companies must be reported in the annual tax return (årsopgørelse). The Danish Tax Administration (Skattestyrelsen) does not automatically receive information on private equity shareholdings, as these are unlisted shares that are not held through regulated Danish custodians. As a result, the taxpayer is responsible for calculating and declaring any gains or losses themselves.

Regarding capital gains and losses, any gain or loss arising from the sale of private equity shares must be declared at the time the return is realised. Gains and losses on unlisted shares must be calculated manually by the taxpayer and reported in the tax return. The Securities System (Værdipapircentralen) cannot be used for this purpose, as it only covers shares admitted to trading.

Capital gains and losses on unlisted Danish shares must be reported in box 67, and on unlisted foreign shares in box 451, through E-tax (TastSelv), the Tax Administration's online portal. You can find more information on the official website of the Danish Tax Administration.