Tax and Legal News, January 2021

Corporate taxation

Group contribution could be paid when a partial demerger was executed in middle of the financial year

In case 2020:149 of the Supreme Administrative Court (“SAC”) the partially demerging company owned a subsidiary, the shares of which were transferred to the receiving company in the middle of the financial year. 

The SAC upheld the Central Tax Board’s decision 27/2020. The Central Tax Board based its decision on the principle of continuity and stated that the level of ownership defined in the Group Contribution Act prevailing before the partial demerger also exists between the receiving company and the company transferred in the partial demerger after the demerger.

Therefore, the transferred subsidiary was able to give a tax deductible group contribution to the receiving company, provided also other conditions defined in the law were met.

The insurance premium paid for an M&A insurance was not considered deductible as an annual expense of the buyer

In case KHO 2020:152 of the Supreme Administrative Court, a company had acquired the shares of a target company and purchased a warranty & indemnity insurance covering certain liabilities of the sellers arising from the share purchase agreement.

The Supreme Administrative Court upheld the Central Tax Board's decision (62/2019). The Central Tax Board’s view was that the subject of the insurance was related to the acquisition of the shares in such a way that the insurance payment should be included in the acquisition cost of the shares (generally only deductible on disposal).

Therefore, the insurance premium was not considered as a deductible annual expense in the company’s taxation.

Foreign corporate entities will be considered resident in Finland for tax purposes from 2021 onwards based on place of effective management

An amendment to the rules concerning the taxation of foreign entities has entered into force. According to the amendment, a foreign corporate entity is considered resident in Finland if its place of effective management is in Finland. The amendment entered into force on 1 January 2021.

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Quorum of the Board of directors in connection with the signing of the financial statements

The signing of the financial statements and the annual report is regulated by the Accounting Act (1336/1997). The financial statements and the annual report in a limited liability company are signed by the Board of directors and the potential CEO. In associations this is done by the Board.

In practice, uncertainty may arise in several situations, for example if the board or one of its members has resigned during the financial year or after its end. 

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People & Organisation

Finnish residence permit application categories and processing times

The Finnish Immigration System currently offers close to 30 different residence permit application categories for individuals who aim to relocate to Finland for work reasons. On top of these, there are also categories for e.g. students and family members. 

Understandably, it can be quite difficult to navigate between these different categories in order to determine the applicable application category. Nevertheless, it is important to consider the choice carefully, as the choice of application category is crucial to ensure a speedy processing of the application as well as the desired outcome. 

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