@misc{9227309,
  abstract     = {{The purpose of this thesis is to examine how shareholdings owned by a de-ceased person’s estate are taxed, and to what extent its beneficiaries and lega-tees affects the classification of the company as a close company or not, and whether the shares qualify as “qualified shares”.

The Swedish close company regulations primarily focus on taxation of the shareholders. However, when such a shareholder dies, the assets pass to the deceased’s estate. This has two main effects: firstly, a new legal subject suc-ceeds to the shares, namely the deceased estate, secondly, one or more bene-ficiaries emerge who take part in its administration and have economic inter-ests in the estate. This succession and fragmentation have several implications for the taxation of the shares. 

Under Chapter 56, Section 2 of the Income Tax Act (1999:1229), a close company is one where four or fewer shareholders control more than 50 per cent of the voting rights. Section 6 then defines a “shareholder” as a person who directly or indirectly owns, or in a similar way holds, shares in the com-pany. Since estate beneficiaries administer and represent the estate while also having economic interests in it, the case can be made that the estate benefi-ciaries under such circumstances should be regarded as indirect shareholders in the company. ´This thesis draws that conclusion, based on legislative histo-ry and case law from the Supreme Administrative Court.

Although there are some situations where multiple beneficiaries can be viewed as one single “shareholder” the situations may arise where the previ-ous shareholder attributed to only one person becomes divided among several shareholders instead. Furthermore, once the shares are within the estate, the ownership structure may change, further altering who the beneficiaries are. This may influence whether the statutory requirement of four or fewer share-holders status is satisfied. It may also lead to shares not being considered qual-ified because too many shares are held by shareholders that are not sufficient-ly involved in the company.

Under Chapter 57, Section 4, shares may be qualified only when sharehold-ers or a related party are, or ´have been, sufficiently active in the company. When death occurs, the new shareholder structure may influence whether the shares are qualified. For the years following the year in which the death took place, only beneficiaries are considered “related parties” who can qualify shares.

As the qualification of shares depends significantly on who and how many beneficiaries there are, it is possible to engage in estate planning by choosing whom to give which parts to, and how. In this way, both the person potential-ly planning before their passing and the beneficiaries afterwards can make strategic decisions to achieve the desired tax effect.

In this thesis, an in-depth examination of what constitutes “owns, or in a simi-lar way holds, shares” takes place. It is concluded that a person who holds a testamentary right to dividends and the right to vote for the share fulfills this requirement. However, some uncertainty remains for situations that are similar to this, but where the right is not as extensive or has another origin.

The thesis also discusses issues regarding carry-over (often referred to as the continuity principle), voting-restriction rules, co-ownership of shares, among other things.}},
  author       = {{Löfgren, William}},
  language     = {{swe}},
  note         = {{Student Paper}},
  title        = {{Lik eller olik? – Skattemässiga följder när en person innehavandes kvalificerade andelar avlider}},
  year         = {{2026}},
}