Registration fee exemption - an overview

A valuable exemption from the general transfer fee

Section 4 of the Danish Registration Fee Act provides that registering a change in the ownership of real estate or shares therein incurs a registration fee of DKK 1,850 plus 0.6% of the transfer price.

Section 6 a of the Danish Registration Fee Act provides an exception to this rule, whereby the registration of changes in title for “companies etc.” resulting from a merger, demerger, conversion or contribution of assets triggers only the fixed fee of DKK 1,850 – with no variable fee. According to the legislative history of this provision, such transactions are not regarded as a transfer of title for registrations fee purposes. For major corporate reorganisations, qualifying for the exemption can therefore represent substantial savings.

When does the exemption apply?

The term “companies etc.” is not explicitly defined in the Danish Registration Fee Act, and the scope of section 6 a must therefore be determined based on the legislative history and case law:

• In an advance tax ruling from August 2021 (SKM2021.465.SR), the Danish Tax Council confirmed that the conversion of a cooperative with limited liability (a.m.b.a.) into an association was covered by section 6 a, as both entities fell within the concept of “companies etc.” – a change of practice that followed directly from the Danish Supreme Court’s judgment in SKM2021.110.HR.
• In its 2021 ruling (SKM2021.110.HR), the Danish Supreme Court held that both a partnership (I/S) and a limited partnership company (P/S) fall within the concept of “companies etc.”, and that it was not a condition that the transfer of title from the partnership to the limited partnership company could be carried out tax-free under the Danish Merger Tax Act. This judgment changed the previous practice in this area.
• Following this judgment, the Danish Tax Agency confirmed in a public notice that the term “companies etc.” could not be limited to specific company forms: all types of corporate and association structures with legal capacity, such as public limited companies (A/S), private limited companies (ApS), limited partnership companies (P/S), associations and cooperatives with limited liability (a.m.b.a), were included.
• Most recently, in SKM2026.450.LSR, the National Tax Tribunal confirmed that a sole proprietorship converted into a partnership company (P/S) may be covered by section 6 a, even if the conversion does not satisfy the conditions for being carried out tax-free. Further details are set out below.

The ruling in SKM2026.450.LSR

The case concerned an individual who converted his personally owned agricultural business into a newly established limited partnership company (P/S), transferring several real properties to the new entity as part of the conversion. The Danish Tax Agency had held that the variable fee exemption in section 6 a of the Danish Registration Fee Act did not apply because the conversion of the partnership to a limited partnership company did not meet the requirements of the Business Conversion Act, which only permits tax-free conversion into a public or private limited liability company.

The National Tax Tribunal disagreed, ruling that compliance with the Business Conversion Act is not a prerequisite for section 6 a to apply, even if the conversion does not satisfy the conditions for a tax-free conversion, provided that the conditions established in practice are met.

As the business’s full set of assets and liabilities had been transferred to the newly incorporated company solely in exchange for equity interests and the owner held 100% of the company at the time of the transfer, the Tribunal found that the conditions under section 6 a were met. Consequently, the additional variable registration fee assessed by the Tax Agency – amounting to more than DKK 350,000 in total – was dismissed entirely.

What does this mean in practice

The ruling reinforces a clear trend. Danish authorities and courts are shifting their focus from a strict interpretation of section 6 a to a more substance-based approach, considering factors such as continuity of ownership and consideration. This is a timely reminder that:

• internal reorganisations – including conversions between company forms where ownership remains unchanged – can often be implemented without incurring the variable registration fee;
• conversions of sole proprietorships into corporate forms, including limited partnership companies, may also qualify, provided the conditions on ownership continuity and consideration are met; and
• careful structuring and documentation of the transaction are essential to ensure that the conditions for the exemption are met.

Need assistance?

Gorrissen Federspiel’s Real Estate and M&A teams regularly advise on corporate reorganisations and real estate transactions in Denmark. This includes advising on the registration fees that often follow from such transactions. We can assist with:

• structuring mergers, demergers, conversions and asset contributions involving real estate;
• assessing whether a proposed restructuring qualifies for the reduced registration fee under section 6 a; and
• liaising with the Danish Tax Agency on declarations and documentation requirements.

We are happy to provide a specific assessment of your matter, whether it concerns a reorganisation, a transaction, or any other type of real estate matter.