The inquirer was a limited partnership that owned and operated two newly constructed rental properties. All limited partnership units were owned by a private limited company (H2 Holding ApS), while another private limited company served as the general partner. The corporate structure was intended to be changed so that H2 Holding ApS would assume the role of the general partner, resulting in a corporate confusion where the limited partnership ceased to exist and took on the identity of H2 Holding ApS. Subsequently, H2 Holding ApS would establish two subsidiary companies, to which the two rental properties would be transferred, each to its respective subsidiary.
The Tax Council confirmed that the confusion of the limited partnership and H2 Holding ApS could not be considered as a VAT-exempt business transfer since there was no transfer of assets from the limited partnership to H2 Holding ApS in exchange for consideration.
The Tax Council also confirmed that the transfer of the two rental properties from H2 Holding ApS to their respective newly established companies could be considered as a VAT-exempt business transfer.
Source: skat.dk
