VAT recovery on costs linked to the sale of shares in Sweden

The Administrative Court of Appeal in Gothenburg allowed full VAT recovery on transaction costs incurred in relation to the sale of shares.

The question raised was whether the company could recover input VAT on the consultancy costs in question or whether the deduction should be limited.

If the deduction were to be limited, the question was then, which apportionment method should be used and what was the amount of VAT recoverable.

The Court of Appeal considered that there was no basis for allocating the costs to a non-economic activity of the company. The question was solely whether the costs were directly linked with the exempt sale of shares, which could affect the amount of the deduction.

It was clear from the previous ruling of the SAC (Supreme Administrative Court to which the case had been previously referred) that the costs did not have a direct and immediate link with the sale of shares in the subsidiary but with the overall economic activity of the company.

The Court of Appeal also took into account that full deduction had been allowed in previous similar judgment of the SAC.

Key takeaway

The case is the continuation of a previous judgment from the SAC (see our previous alert), in which it had granted a right to recover VAT but could not, given the relevant judicial procedure, rule on any potential limitations of recoverability.

The case decided by the Court of Appeal further expands the right to full deduction which was established by the SAC in previous decisions. It shows the importance of the purpose of the costs and their link with the activity of a company.

Reference

• Administrative Court of Appeal in Gothenburg, ruling 2024-04-23 in case no. 5919–5220-23, 5922-23.