Group architecture
Very few company structures were designed. They accumulated: a second AS was created for a new contract, a property was bought inside the operating company because it was convenient, a founder's shares were never moved into a holding entity because there was no time.
Each of those decisions was reasonable on its own day. Together they usually mean profit is taxed in the wrong entity, losses cannot be offset against gains, and every krone taken out of the business passes through the full 37.84 % dividend charge when part of it need not.
Restructuring is not exotic. Norwegian law explicitly permits tax-neutral share transfers, mergers, demergers and conversions, provided continuity requirements are met and the arrangement has real commercial substance. The work is in meeting those conditions precisely.
Placing the operating company beneath a holding AS means share gains and dividends between the entities fall under the exemption method — largely untaxed until the money reaches you personally. Capital can then be reinvested at full value.
Where ownership exceeds 90 %, profit in one company can be set against loss in another. The requirements on ownership, timing and board resolutions are strict, and are the usual reason a claim is denied.
Assets are frequently placed in a slower depreciation class than the law allows. A reclassification review across balances A to J commonly moves several hundred thousand kroner of deduction forward by two to three years.
Groups with net interest costs above the threshold face restrictions on deductibility. The equity escape clause can preserve the deduction in full — if the consolidated accounts are prepared and presented correctly.
Accumulated losses are an asset, and one that is easily destroyed by a badly sequenced merger or a change of ownership. We check the position before the transaction, not after it.
Provisions, work in progress, bad debt write-downs and the treatment of long-term contracts all carry legitimate discretion. Used consistently, that discretion is worth real money in cash flow.
An engineering group with NOK 96 million turnover held three operating companies directly, all owned personally by two founders. Property sat inside the largest operating company. One entity carried a loss of NOK 4.2 million that had been idle for two years.
| Measure | Basis | Annual effect |
|---|---|---|
| Holding company established above the three entities | Tax-neutral share transfer, continuity preserved | NOK 0 (enabling step) |
| Group contribution from profitable to loss-making entity | Tax Act ch. 10, >90 % ownership | NOK 924 000 (one-off) |
| Property demerged into a separate property AS | Tax-neutral demerger | NOK 180 000 |
| Depreciation reclassification, balances C and D | Tax Act ch. 14 | NOK 310 000 (timing) |
| Dividend policy aligned with shielding deduction | Shareholder model | NOK 148 000 |
Illustrative and simplified. Figures are drawn from a real engagement with the client's permission, rounded and anonymised. Your result depends entirely on your own facts.
Section 13-2 of the Tax Act allows Skatteetaten to set aside arrangements whose main purpose is to obtain a tax advantage and which lack commercial substance. We treat that provision as the outer wall of the practice, not as a challenge.
The tax check takes three minutes and tells you whether a structural review is likely to be worth commissioning at all.