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Internal Market: Norwegian rules on exit taxation in breach of the EEA Agreement



Norway is in breach of the EEA Agreement by imposing an immediate tax on companies, or the shareholders of companies, that transfer their seat to another EEA State. This was declared in a reasoned opinion, a final warning, delivered by the EFTA Surveillance Authority today.

Under Norwegian law, when a company transfers its seat to another EEA State in order to relocate its activities, unrealised capital gains on its assets must be included in the taxable base of that financial year. Furthermore, a tax on unrealised capital gains on the company's shares must be paid by its shareholders. In contrast, capital gains on assets or shares of similar domestic transactions are not taxable until they are realised.

The Authority considers that such immediate, and potentially also higher, taxation penalizes those companies that wish to leave Norway. It results in less favorable treatment compared to companies which relocate or merge within Norway. The same applies to shareholders of these companies. The rules in question are, therefore, likely to dissuade companies from exercising their right to freedom of establishment and, in certain circumstances, they also hinder the free movement of capital. As a result, these rules constitute unlawful restrictions according to EEA law.[1]

The purpose of a reasoned opinion is to give the State in question a last chance to take corrective measures before the Authority decides whether to bring the matter before the EFTA Court. The Norwegian Government is requested to take the necessary measures to comply with the reasoned opinion within two months.


For further information, please contact:


Mr. Trygve Mellvang-Berg
Press and Information Officer
Tel: (+32)(0)2 286 18 66
Mob: (+32)(0) 492 900 187


Ms. Rakel Jensdóttir
Internal Market Affairs Directorate
tel. (+32)(0)2 286 18

[1] Articles 31 and 40 of the EEA Agreement and the  Council Regulation (EC) No 2157/2001 on a Statute for a European Company (SE)

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