VATupdate

Transactions between partners and trading company/limited partnership

In order for it to be a joint venture in a trading company (HB) or limited partnership (KB), hereinafter only referred to as a trading company, delivery of goods and provision of services must be made in the trading company’s name, on behalf of the trading company and under the trading company’s responsibility. Decisive is who is the actual contracting party towards the customer. The trading company must also bear the direct financial risk. Even if it appears from the company and co-owner agreements that a certain financial activity is to be conducted jointly, it is how the activity is actually conducted and who in practice manages and is responsible for the operation of the activity that is decisive.

When the economic activity is not conducted jointly, it is a question of turnover if the shareholders in their capacity as taxable persons provide services for remuneration to the trading company.

When the economic activities are conducted jointly in a trading company and the shareholders provide services to the company, the question arises as to whether such supplies are sales. A prerequisite for there to be a question of turnover between the partner and the trading company is that the partner acts independently in relation to the trading company in the provision of the services. According to the Swedish Tax Agency’s assessment, a partner does not act independently vis – à – vis the trading company when he, in his capacity as partner, performs necessary measures as part of the management of the company. It must be a question of measures that are included in the company’s financial operations in accordance with the company purpose and that follow from the company and partner agreements. Such services are not performed between independent parties. Instead, the services are performed by the shareholders within the framework of the trading company and may therefore be considered performed by the trading company for its own account. It is thus not a question of sales.

For VAT purposes, the necessary management measures may be considered to include the co-owner as a partner

  • in the name of the trading company provides services to the company’s customers in accordance with the company purpose, e.g. law firms which, in their capacity as partners in a trading company, provide legal services to the trading company’s clients in the name of the trading company, or
  • itself is active in the trading company for its financial activities in accordance with the company purpose by carrying out measures relating to the company’s general organization and operation, e.g. a partner in a property-owning trading company who is responsible for the day-to-day management of the trading company’s properties and the company’s administration.

An additional condition for it to be considered a necessary management measure is, however, that any fee is paid as part of the distribution of the trading company’s results between the shareholders. It should therefore not be a question of a guaranteed compensation for services rendered.

Source: skatteverket.se

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