Share deal
A share deal (selskapssalg) is a transaction form where the owners of a property company sell the shares in the company instead of selling the property directly. The building changes owner because the buyer takes over the SPV (single-purpose vehicle) that is the registered owner, while the title in Grunnboken stays unchanged. The structure is the established standard for commercial property in Norway and is used in 80-90% of sales of office, warehouse and retail buildings above 100 million NOK.
The main motivation is tax related: a share deal does not trigger document duty (dokumentavgift) of 2.5% of the property value, as a traditional sale does. On a property valued at 500 million NOK, the difference is 12.5 million NOK. In addition, the seller is often exempt from capital gains tax through the participation exemption (fritaksmetoden) when shares in a property company are sold from a parent company or a holding structure. The buyer, on the other hand, takes over a "latent tax": the property's tax base becomes lower than the actual purchase price, and the future depreciation basis and capital gains tax increase accordingly.
In practice this is compensated through a latent tax credit discount, the buyer receives a reduction in the purchase price for the present value of the future tax cost, typically 6-10% depending on property type, remaining depreciation period and interest rate level. The negotiation over this discount is a core component of a Norwegian property transaction, and brokerage houses and law firms publish regular market notes on what a "market level" latent tax deduction is at a given point in time.
A share deal requires more extensive due diligence than an asset deal (innmatssalg) because the buyer takes over everything the company owns and owes: not only the building, but also historical intercompany balances, older tax disputes, environmental obligations, and every contractual obligation the company has entered into. The standard form is a share purchase agreement (SPA) that structures the transfer and contains warranties, specific indemnities (typically for tax, the environment and rental income) and a mechanism for adjusting the purchase price against the final accounts (closing accounts).
When several properties are packaged in the same SPV, the sale often requires a restructuring beforehand: a demerger of individual buildings, clearing of older intra-group account balances, documentation of historical environmental conditions. Norwegian law firms and large brokerage houses have fixed templates for this, and the industry expects the structure to be tidied up before the sales documentation is sent out.
In Placepoint you can compare the registered owner, owner and company structure and cadastral information when you prepare a transaction and verify that the SPV contains only the planned property.
How the dataset appears on the map
The dataset is part of the map layer Property as Matrikkelen - eiendomskart:
From Placepoint's glossary: Share deal
More information: Skatteetaten: business and tax, Lovdata: Skatteloven § 2-38
Norwegian: Selskapssalg.
Frequently asked questions
Why choose a share deal rather than an asset deal?
The main reason is the saving on document duty (2.5% of the property value) and the seller's potential exemption from capital gains tax through the participation exemption. On a 500 million NOK building, the document duty saving alone is 12.5 million NOK, a level that justifies the extra transaction complexity.
What is latent tax and how is it handled in the negotiations?
The buyer takes over the company's historical tax base, which is typically lower than today's market value. The difference creates a future tax liability when the buyer later sells or depreciates the building. The buyer therefore demands a reduction in the purchase price, a latent tax credit discount, that corresponds to the present value of this future cost, typically 6-10%.
Which risks does the buyer take over in a share deal?
Everything the company owns and owes comes with it: historical intercompany balances, older tax disputes, environmental risk, ongoing leases, older insurance matters. The buyer protects itself through warranties, indemnities and more thorough due diligence than in an asset deal.
When is a share deal not relevant?
When the SPV contains several buildings that the buyer does not want, when historical obligations in the company are too extensive or uncertain, or when the transaction is small enough that the saving on the document duty does not outweigh the legal complexity. For smaller residential or small retail objects, an asset deal is often simpler.