Company Liquidation Proceeds Reporting to Skat: Who Files and When

RegReportingDesk card: Skattestyrelsen, Danish Tax Agency, Denmark

Company liquidation proceeds reporting to Skattestyrelsen follows the wind-up timetable. Section 28 a of skatteindberetningsloven, the Danish Tax Reporting Act, requires the distributing company, or whoever makes the distribution on its behalf, to report each recipient’s share of the liquidation proceeds in the calendar year the proceeds are paid out and before the company is deregistered at Erhvervsstyrelsen. The provision entered into force on 1 January 2024 and has effect for reporting concerning calendar year 2025 and later.

On 22 October 2026 Skattestyrelsen published version 1.6 of its guide for companies, Selskabers indberetning af likvidationsprovenu (S nr. 100). It applies to all reports made from October 2026, corrections included, and it describes single entry (enkeltindberetning) in TastSelv Erhverv as a new way to report: one report per shareholder, typed into a form, with no file to build. The guide marks its introduction, its deadlines section and its section on preparing the report as containing significant changes.

The return itself is narrow. It carries the amount actually paid to each shareholder, in data structure 2278, with identification, share and payout details, and it leaves the gain or loss for the shareholder to work out. The harder questions sit around it: which payouts count as liquidation proceeds at all, who counts as the payer, and which channel that payer is allowed to use.

Related reading: Liquidation Proceeds Reporting to Skat: Section 28a for Danish Funds, the investment-association side of the same obligation, filed in data structure 2237.

Deadlines for company liquidation proceeds reporting

Year-end eKapital files run to a fixed annual date, as with the deposit file in our deposit reporting guide. Section 28 a(2) works differently. Both of its conditions apply: the report goes in during the calendar year of payout, and it goes in before the company is deregistered. The guide’s deadline table, read with the Act, gives this calendar:

Item Deadline or date Basis
Section 28 a in force 1 January 2024, with effect for reporting concerning calendar year 2025 and later Lov nr. 1563 of 12 December 2023, section 7, no. 11; legal guidance A.B.1.2.5.2
Report of liquidation proceeds In the calendar year of payout and before deregistration at Erhvervsstyrelsen Section 28 a(2); guide section 2
Re-report of rejected reports No later than 14 days after Skattestyrelsen delivers the reply file or physical receipt with an error list Guide sections 1.4 and 2; section 54(6)
Correction of approved reports Immediately after the error is found, without undue delay Guide sections 1.4 and 2
Reporting opens for a new calendar year First Monday in January (TastSelv Erhverv); early January (FTPs Gateway) Guide section 2

Deregistration is the statutory filing cut-off, but the available reporting channel must also be checked before scheduling the final payout and deregistration. Skattestyrelsen’s eKapital operations log (a service window for securities reporting, dated 21 October 2026) shows TastSelv Erhverv file upload for liquidation proceeds (AKSA) closed from Tuesday 10 November 2026 at 16:00 until Tuesday 17 November 2026 at 09:00. A company planning deregistration during that period should submit beforehand or confirm an available alternative with eKapital. The closure does not extend the statutory deadline.

Deregistration also changes how the filer logs on. Once the company is deregistered, MitID can no longer be used for it. The guide’s route for reaching TastSelv after that point is a TastSelv code, and it gives 72 22 18 18, option 9, “Erhverv teknik” as the number to call if ordering one runs into trouble.

A solvent dissolution by declaration compresses the window further. Under section 216 of selskabsloven, the Companies Act, Erhvervsstyrelsen registers the dissolution only if the shareholders’ declaration that all debt has been paid reaches it within two weeks of signing, accompanied by a statement from the tax administration that no tax claims are outstanding, and the company is dissolved when it is deleted from the register. For a dissolution by declaration, the statutory section 28 a reporting deadline is before deregistration, not before signing the dissolution declaration. Preparing the 2278 data before signing is a prudent operational measure because the time available before deletion from the register may be short.

Who files: the company, its liquidator, or the party that actually pays

Section 28 a(1) names two possible filers: the distributing company, or the person who makes the distribution on the company’s behalf. The guide settles which one by asking who carries out the payment. Where the company pays, the company is the reporting party, and in practice its management is responsible for getting the report in. In a liquidation, section 219 of selskabsloven puts the liquidator in management’s place, so the guide places the ultimate responsibility on the liquidator.

Where someone else pays, the duty moves with the payment. The guide’s example is a lawyer. A lawyer becomes a reporting party only by carrying out the payout itself, for example by instructing the bank to transfer the proceeds. Drafting the general-meeting minutes that record the dissolution resolution, or deregistering the company from the CVR register, leaves the reporting party unchanged.

That line has a filing consequence in version 1.6. Single entry in TastSelv Erhverv is available only where the liquidated company itself is the reporting party, so a lawyer, administrator or other third party that made the payout files by file transfer.

The guide applies the duty to persons resident in Denmark or operating from a permanent establishment in Denmark, which matches the territorial rule in section 47 of the Act. Responsibility stays put when the filing is bought in. The guide’s definitions separate the reporting party (indberetningspligtig), which answers for timely and correct reporting, from the submitter (indberetter or indsender), which can be a reporting bureau acting under a power of attorney or an adviser. Section 1.6 of the guide keeps responsibility for correctness with the reporting party whether its own staff or an external provider does the work.

Dividend or liquidation proceeds: deciding what goes in the 2278 return

Section 28 a covers only liquidation proceeds that fall within section 2(1) of aktieavancebeskatningsloven, the Danish Act on taxation of gains on shares. That provision taxes gains and losses on liquidation proceeds paid in the calendar year in which the company is finally dissolved under the share gains rules, and it switches itself off for payouts that section 16 A(3)(1) of ligningsloven, the Tax Assessment Act, assigns to dividends. Section 1.1.3 of the guide draws the reporting consequence: those payouts are not reported under this guide.

Timing and the legal nature of the distribution are the first filters. A distribution made before the company enters liquidation remains an ordinary dividend, even where the company is finally dissolved later in the same calendar year. A liquidation distribution made before the calendar year of final dissolution is also generally taxed as a dividend under ligningsloven section 16 A, subject to the applicable permission rules, and the guide requires it to be reported as a dividend.

A liquidation payment in December followed by deregistration in January can still fall in the dissolution year. Under Skattestyrelsen’s legal guidance C.B.2.10.1, a company is regarded as finally dissolved on deregistration with Erhvervsstyrelsen, but where deregistration is notified within two weeks of the general meeting’s approval of the final liquidation accounts, it is treated as finally dissolved at the final general meeting; the guidance notes that this matters when that meeting falls immediately before a year-end. For dissolution by payment declaration, timely submission to Erhvervsstyrelsen can likewise make the date of signing the effective dissolution date. The applicable tax dissolution year must therefore be established before deciding whether a December liquidation payment belongs under section 28 a or the dividend-reporting regime. Aktieavancebeskatningsloven section 2(2) moves two earlier-year cases into the share gains rules: a payout for which the tax administration has granted permission under ligningsloven section 16 A(3)(2)(a), and a distribution covered by ligningsloven section 16 A(3)(3), where the receiving company holds the shares as trading stock under aktieavancebeskatningsloven section 17 and qualifies to receive tax-free dividends.

The recipient is the second filter. Section 16 A(3)(1) keeps a dissolution-year payout in the dividend regime when one of four conditions is met:

  • (a) the receiving company owns at least 10 per cent of the share capital of the company being liquidated, and the distribution falls within section 2(1)(c) of selskabsskatteloven, the Corporation Tax Act;
  • (b) the receiving company owns less than 10 per cent, is liable to tax on dividends under selskabsskatteloven section 2(1)(c) and has controlling influence in the company being liquidated, except where it is resident in an EU or EEA state and dividend taxation would have been waived or reduced under Directive 2011/96/EU or a double taxation agreement with that state had the shares been subsidiary shares;
  • (c) the receiving individual is resident outside the EU and EEA and has controlling influence in the company being liquidated;
  • (d) the receiving company holds tax-free portfolio shares within aktieavancebeskatningsloven section 4 C in the company being liquidated, is subject to dividend taxation under selskabsskatteloven section 2(1)(c) at the rate specified in section 2(8), second sentence, or under a relevant double taxation agreement, and at least 50 per cent of the liquidated company’s assets consist of directly or indirectly held subsidiary or group shares, or such shares were transferred to the company’s direct or indirect shareholders or a group company within the three years before liquidation.

Each condition turns on facts about the shareholder (its legal form, stake, residence and control) and, under (d), on the liquidated company’s assets. The 2278 lines can only be built once those facts are known for each recipient, because a recipient that meets a condition drops out of this return entirely. For the exceptions themselves, the guide points to the tax administration’s legal guidance, section C.B.2.10.1 on liquidation distributions.

Which dissolutions trigger a report, and when nothing is filed

The duty applies whether the company is wound up voluntarily or compulsorily. The guide’s examples are dissolution by declaration under selskabsloven section 216, liquidation under sections 217 to 224, compulsory dissolution under sections 225 to 230, and bankruptcy. The trigger is the company actually ceasing to exist, so a restructuring produces no report.

The amount threshold is simple. A report is due only where the distribution exceeds 0 kr, and an insolvent company reports nothing. Section 1.2.1 of the guide confirms there is no nil return: a company with no liquidation proceeds to report takes no action. That sets this return apart from FATCA, where Skattestyrelsen requires a nil report for a calendar year with nothing to report.

Timing separates section 28 a from section 30 as well. Under section 30, cooperatives taxed under selskabsskatteloven section 1(1)(3) report each year on the capital fund assets they distributed in the preceding calendar year, as our section 30 cooperative distributions guide explains. Section 28 a runs on the payout.

Mandatory still means unprompted. Section 1.2 of the guide states that the reporting party reports on its own initiative, without Skattestyrelsen asking for it.

What data structure 2278 carries for each shareholder

The content is fixed by section 43 a of the executive order on tax reporting (skatteindberetningsbekendtgørelsen), inserted by BEK nr. 1724 of 12 December 2023 with effect for reporting concerning calendar year 2025 and later. A report identifies the reporting party, the recipient, the share and its issuer (with the ISIN code where one has been assigned), the type of share and whether it is admitted to trading on a regulated market or a multilateral trading facility at the time of liquidation, the number of shares, the time of distribution, and the liquidation proceeds distributed.

In the file layout, each report is a record of 1,112 characters. Section 4.1 of the guide sets the formats, and these fields carry the rules worth checking before upload. Field 61, UDBETALINGSTIDSPUNKT, must also be populated with a six-digit payout time in HHMMSS format; enter 120000 where no specific payout time is available:

Field What it holds Format rule
11 CPR-NR/CVR-NR/SENR Recipient’s Danish number Required unless the recipient is resident abroad; CPR without hyphen; a non-resident’s Danish number if known
12 EJERSTATUSKODE Residence status at payout 0 = resident in Denmark; 1 = resident abroad, which cannot be combined with country code DK in field 35
16 PAPIRTYPE Type of holding 1 = shares and anparter; 5 = andelsbeviser
19 ANTAL STK Number of shares held Six decimals: 15 shares = 15000000
29 LIKVIDATIONSPROVENU The owner’s share of the proceeds in DKK Two decimals, no comma: DKK 2,658 = 265800
31 UDBETALINGSDATO Payout date ÅÅÅÅMMDD
33 INDKOMSTÅR Calendar year of payout Four digits; each calendar year in its own Excel template
39 TINNRTYPEKOD Identifier type for a non-resident 1 = TIN; 2 = date of birth; 3 = identification missing; always filled for non-residents
59 OPTAGETTILHANDELKODE Listing status 1 = regulated market or MTF; 2 = neither; status on the payout date

The remaining value fields are placeholders. Price, cost and net-settlement fields are locked at zero in the template, and the buy/sell code is locked at L for section 28 a liquidation proceeds. Guide section 1.1.2 leaves the gain or loss to the recipient, who works it out and enters it on the annual tax assessment (årsopgørelse), and legal guidance A.B.1.2.5.2 adds that the company does not need to consider the shareholder’s acquisition cost. The figure reported is the amount paid out, and the guide notes that liquidation proceeds cannot be negative. Where the liquidation proceeds are not stated in Danish kroner, section 4.1 instructs the reporting party to contact eKapital for guidance on how to report the amount.

Where one shareholder owns the whole company, the single-entry guide allows the number of shares to be entered as 1. Reported amounts later surface for individuals in TastSelv under Aktieoplysninger and for companies in their tax information in TastSelv Erhverv, according to section 7 of the guide.

Identification data: residents, non-residents and Greenland

Section 52(1) of the Act puts the burden of supplying identification on the person being reported on: each shareholder gives the reporting party its identification details, including its CPR number. Section 1.3.1 of the guide lists what is needed. That is a name, an address (with the home country for a foreign address) and a CPR number; failing a CPR number, the CVR number, then the SE number, then the date of birth. A shareholder resident abroad may also give a TIN where its country of residence issues one, or otherwise its date, place and country of birth. An entity with no Danish or foreign number provides the details of its chairman or another person authorised to act for it, and any change is notified to the reporting party within one month.

The guide requires appropriate legitimation to be presented when identification details are given, and it makes the reporting party assess how much documentation the identity check needs. It also recommends checking that a foreign TIN matches the format of the issuing country.

Residence is tested at the payout date. A person resident in Denmark, or a company with its registered office in Denmark, at that moment is reported as resident (indlænding, owner status code 0). Everyone else is a non-resident (valutaudlænding, code 1), for whom the TIN type, the TIN or birth details, and the name and address are required.

Two classifications run against intuition. Estates and bankruptcy estates administered in Denmark count as residents. A person resident in Greenland, or a Greenlandic company, counts as a non-resident even though it holds a CPR or CVR number, and the guide then requires the CPR or CVR number together with a TIN reported as that same number with country code GL.

One shareholder type gets a choice. For a sole proprietorship, the guide lets the reporting party report on the owner’s CPR number or on the business’s CVR number, and a CVR number is converted to the owner’s CPR number in Skattestyrelsen’s records.

Choosing a channel: single entry, file upload or FTPs Gateway

Version 1.6 offers three routes. The guide calls single entry in TastSelv Erhverv the simplest method and points to file upload where the company has very many shareholders or where single entry cannot be used. A correction always goes through the channel used for the original report.

Channel How it works Limits and requirements
Single entry (enkeltindberetning), TastSelv Erhverv One report per shareholder, typed into a form and validated on entry Not available if the shares are admitted to trading on a regulated market or an MTF, or if someone other than the company made the distribution; log in as the liquidated company or through the accountant scheme (revisorordningen) with the company’s authorisation
File upload, TastSelv Erhverv txt file in the fixed 2278 structure, several lines per file, validated on upload File in txt format in the fixed 2278 structure; Skattestyrelsen recommends its Excel template for the calendar year being reported, whose “dan fil” button creates the txt
FTPs Gateway Encrypted SSL file transfer from the filer’s own system FTPs client, registration as a gateway user, a MitID certificate and technical support; contact eKapital first

The single-entry sequence

Bilag 2a of the guide sets out the route in TastSelv Erhverv: Øvrige indberetninger, then Værdipapirer, then the reporting for employee shares, buy-backs, investor deduction, liquidation proceeds and AKSA, then Enkeltindberetning. From there the form runs in eight steps:

  1. Income year (the year the proceeds are paid) and report type.
  2. Ordinary report, or a change to an earlier report.
  3. The company: the CVR or SE number is pre-filled, and the company name and company type are entered.
  4. The recipient: resident or non-resident, then a Danish CPR number (10 digits) or CVR or SE number (8 digits). A non-resident without a Danish number leaves the field empty and gives a TIN or the alternative identifiers, with at least first name, surname, street or PO box, town and country code. A company recipient has its name entered in both the first-name and surname fields.
  5. The number of shares and the amount.
  6. Validation, with a Ret button to fix any error the system flags.
  7. A summary, approved with Godkend.
  8. The receipt.

For file upload, the Excel template (aksa2278-likvidationsprovenu.xlsm, published on skat.dk/ekapital) has to match the calendar year being reported, because the guide warns that changes to record 2278 are carried into the template. The guide’s glossary describes Skattestyrelsen’s annual letter (årsbrev) as published around 1 July, setting out changes and clarifications that are then worked into the reporting guide published in the autumn; our Skat Årsbrev 2026 analysis covers this year’s letter.

Receipts, rejected records and corrections

Single entry and TastSelv file upload both place a receipt under Se indberetninger as soon as the submission is approved, showing the number of reports and the amount. Rejected records come back in a validation report that can be downloaded as CSV and filtered by error. Skattestyrelsen publishes no separate list of error texts, so the current wording appears only in the report. FTPs Gateway returns status files and error lists to the FTP outfolder, and the submitter downloads them from there.

Rejected records have to be re-reported. Section 54(6) of the Act requires re-reporting within a deadline Skattestyrelsen notifies, and the guide sets that deadline at 14 days from receipt of the validation report or error list. An error found later in an approved report is corrected straight away.

The correction codes in field 13 are where the field description gets specific. Rettekode 0 is an ordinary report, rettekode 1 corrects an approved report, and rettekode 2 resubmits a rejected report and is reserved for FTPs Gateway error lists. A record rejected in a TastSelv file upload or in single entry goes back in with rettekode 0.

Approved reports stay on file. A correction is two new records: a reset (nulstilling) that repeats the original with the opposite sign, and the correct report. In a file, both records carry rettekode 1: the reset repeats the incorrect record with a minus in the sign field (field 18) rather than in the amount field, the correct record carries a plus, and both go into the same production run. In single entry, the filer chooses Ændring af tidligere indberetning, enters the original figures under Nulstilling and the correct figures under Rettelse, or ticks the box to reset the original report only. Section 6 of the guide requires errors in reports made after 1 January 2025 to be corrected, using the same method as the original report.

Retention, responsibility and sanctions under the Act

Section 1.5 of the guide requires the reporting basis to be kept for five years, citing section 56(1) of the Act, which ties retention to the Bookkeeping Act’s rules for accounting material. The basis includes the files and the information used to decide whether an item was reportable at all. Where the reporting party is subject to bookkeeping rules and the reported figures form part of its accounts, section 56(1) also requires those accounts to be organised so that the reported figures can be reconciled with them.

The sanctions are layered. Section 57(1) lets the tax administration order a filer that has not reported on time to do so within a set deadline, with daily coercive fines from the expiry of that deadline until it complies. Skattestyrelsen’s legal guidance A.B.1.3.10 says practice changed on 1 July 2023 so that the level is graduated by the company’s annual net turnover per its latest approved accounts: at least DKK 1,000 a day up to DKK 5 million, rising by turnover band to DKK 56,000 a day above DKK 10 billion, with the amount open to adjustment up or down. Section 58 punishes intentionally giving incorrect, misleading or incomplete information that results in too low a tax assessment with a fine or imprisonment of up to 1 year and 6 months, and the same breach committed with gross negligence with a fine. Section 59(1) fines intentional or grossly negligent failures, including not re-reporting within the deadline notified under section 54(6) and not keeping material as section 56 requires.

For the fine itself, the guide sets a starting interval of DKK 5,000 to DKK 80,000 scaled by the number of reports owed, beginning at DKK 5,000 for 1 to 1,000 reports, and states that the level can move up or down with aggravating or mitigating circumstances.

Frequently Asked Questions

The tax administration has granted permission for an advance liquidation distribution under ligningsloven section 16 A(3)(2)(a). Does that payment go in the 2278 return?

The guide leaves this open. Aktieavancebeskatningsloven section 2(2) taxes such a payment under the share gains rules, but section 28 a refers only to liquidation proceeds within section 2(1), the dissolution-year rule, and section 1.1.3 of the guide covers only the ordinary case in which a payout before the dissolution year is reported as a dividend. That leaves a question for eKapital on 72 38 02 10 or ekapital@sktst.dk, bearing in mind the guide’s warning that email is unencrypted and should carry no confidential or sensitive information. Permission is unavailable for a recipient that meets one of the section 16 A(3)(1) conditions.

Can the company’s accountant submit the single entry?

Yes, through the accountant scheme (revisorordningen) with the company’s authorisation, according to bilag 2a. If the Værdipapirer menu does not appear under the accountant’s login, the client has to grant access first.

A shareholder died before the payout. Whose number goes on the report?

Section 1.1.5 of the guide ties the answer to the estate’s cut-off date (skæringsdato). Before that date the report goes on the deceased’s CPR number. From that date it goes on the surviving spouse’s CPR number where the estate is undivided (uskiftet bo), or on the heirs’ CPR numbers where it has been divided (skiftet bo). If the new owner is unknown when the report is made, it stays on the deceased’s number. The reporting party has no duty to obtain information about the heirs, and learning their identity after the deadline does not trigger a re-report, because Skattestyrelsen receives heir and distribution information directly from the probate courts under section 51 of the executive order.

The company’s shares trade on an MTF. What changes in the filing?

Single entry is closed to the company, so the report goes by file upload or FTPs Gateway. In the record, field 59 takes code 1, which covers shares admitted to trading on either a regulated market or an MTF, based on the share’s status on the payout date. Field 58 carries the AS-ident number issued by Euronext Securities where the shares are registered there; otherwise it takes 88888 for Danish shares admitted to trading on a regulated market and 00000 for Danish shares not admitted to trading on a regulated market (including shares traded only on an MTF) and for foreign shares not registered with Euronext Securities. Field 14 carries an officially issued ISIN where one exists.

We reported a payout against the wrong CPR number. Can the record be deleted?

Section 1.6.1 of the guide treats this as a potential personal-data breach and requires the reporting party to notify Skattestyrelsen immediately, describing where the breach is thought to have occurred and how large it is. Submitted data stays in place, and the correction appears in the recipient’s tax information as an offsetting entry next to the original. Skattestyrelsen then assesses whether a breach occurred on its side; if one did, it reports it to Datatilsynet and may be required to delete the data.

Is a payout to a diplomat or a member of the royal family reported?

Section 1.1.4 of the guide exempts the monarch and certain members of the royal family, with their spouses and estates, diplomatically accredited persons and non-Danish staff of diplomatic missions in Denmark with their households, and certain staff of international organisations that have host-country agreements with Denmark. The reporting party needs documentation that the exemption applies; for diplomatic and international-organisation staff, the ID card issued by the Ministry of Foreign Affairs serves that purpose.

Key Takeaways

  • Decide who will execute the final payout before the dissolution resolution: that party files, and a payer other than the company is limited to file transfer.
  • Screen every shareholder against ligningsloven section 16 A(3)(1)(a) to (d) before building the 2278 lines; a match takes that payout out of this return.
  • Establish the tax dissolution year before the payout, since the final general meeting or the signing of a timely payment declaration can fix it earlier than deregistration; a liquidation payment made in an earlier calendar year is generally reported as a dividend, a payout covered by a tax administration permission is a reporting question for eKapital, and a distribution made before liquidation begins remains an ordinary dividend.
  • Collect each shareholder’s name, address and CPR or CVR number before the payout date that fixes residence status; for non-residents add the TIN where the country of residence issues one, or otherwise the date, place and country of birth.
  • Resubmit rejected records within 14 days with rettekode 0, unless the rejection came from an FTPs Gateway error list.
  • Keep the 2278 files and the reportability workings for five years and reconcile the reported figures with the books.

Sources and References

Putting the 2278 report on the wind-up checklist

The report depends on three facts that can be settled before the money moves: who will execute the payment, which shareholders fall under ligningsloven section 16 A(3)(1), and each recipient’s identification and residence on the payout date. With those in hand, single entry takes one form per shareholder where the company pays its own shareholders and its shares are not admitted to trading, and the receipt under Se indberetninger shows the number of reports and the amount approved.

For a payout made in 2026, the report belongs to income year 2026 and has to be filed during calendar year 2026 and before the company is deregistered. TastSelv Erhverv opens for 2027 payouts on the first Monday in January, which is Monday 4 January 2027 on the calendar. The guide gives this rule for TastSelv Erhverv file transfer and single entry, and “primo januar” (early January) for FTPs Gateway.

Disclaimer: The information on RegReportingDesk.com is for educational and informational purposes only. It does not constitute legal, regulatory, tax, or compliance advice. Always consult your compliance officer, legal counsel, or the relevant supervisory authority for guidance specific to your institution.

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