Liquidation Proceeds Reporting to Skat: Section 28a for Danish Funds

ByRegReportingDesk

Liquidation proceeds reporting to Skattestyrelsen rests on section 28 a of skatteindberetningsloven, the Danish Tax Reporting Act. Section 28 a entered into force on 1 January 2024; the current liquidation proceeds reporting rules took effect from 1 January 2025 and apply to reporting concerning calendar year 2025 and later. For investment associations and similar entities, the IFPA guidance (Skattestyrelsen’s investment-association reporting route) and data structure 2237 apply; companies use the separate AKSA reporting route and technical guidance. Section 28 a reaches the distributing entity, or whoever makes the distribution on its behalf, and the obligation is event-triggered: it attaches to the payout itself.

CRS has a fixed annual reporting deadline. Section 28 a instead requires reporting in the calendar year in which the liquidation proceeds are paid and before the entity is deregistered from Erhvervsstyrelsen, so the window is set by the corporate timetable of the wind-up.

The return is also narrowly scoped. It records the liquidation proceeds together with the required recipient, instrument, quantity and payout information. Data structure 2237 does not populate the acquisition/disposal gross-amount or transaction-cost fields, and it does not calculate the investor’s gain or loss. The ownership-share field is conditional rather than a standard field for every recipient.

Related reading: our guide to CRS reporting in Luxembourg, which uses Luxembourg reporting channels and has a separate annual deadline.

The dates that define the liquidation proceeds reporting window

Because the filing is event-driven, the calendar is worth setting out before anything else:

  • 1 January 2024: section 28 a entered into force. It has effect for reporting concerning calendar year 2025 and later.
  • The report is filed in the calendar year in which the liquidation proceeds are paid out.
  • The report is filed before the entity is deregistered from Erhvervsstyrelsen. There is no fixed annual date in the calendar.
  • 22 September 2026: guidance version 1.5 (S nr. 100) applies to all reports, including corrections, made from that date.

The practical consequence is that the reporting task has to be built into the liquidation plan itself, alongside the final distribution resolution and the strike-off, because the statutory section 28 a filing deadline has been missed once the entity is deregistered, even though Skattestyrelsen provides access procedures for entities whose MitID has already been closed.

Where the obligation actually lands

Section 28 a places the duty on the distributing company or the person who makes the distribution of the liquidation proceeds on the company’s behalf. For a collective investment vehicle, a manager, administrator, custodian or other service provider is reporting-obligated under section 28 a only where it is the person that actually makes the liquidation distribution on the vehicle’s behalf. The IFPA guidance adds that the reporting obligation rests on natural or legal persons resident in Denmark or carrying on business through a permanent establishment in Denmark.

The distinction matters when an external manager or a liquidator runs the wind-up. Where an adviser or administrator only submits the report as a bought-in service, the IFPA guidance keeps responsibility for correctness with the reporting-obligated party.

The guidance also sets out how to handle a suspected personal-data breach in the reported information. If information has been reported against an incorrect CPR or CVR number, Skattestyrelsen must be notified immediately; Skattestyrelsen then assesses whether a GDPR breach has occurred on its side. That responsibility is worth settling explicitly in the wind-up mandate, so the obligation does not drift on an unstated assumption about who presses submit.

Dividend or disposal: the line that decides which return you file

Danish tax law splits liquidation distributions by timing. As a starting point, liquidation proceeds distributed in the calendar year of final dissolution are treated under aktieavancebeskatningsloven section 2(1), but that rule contains exceptions. In particular, for an investment institute with minimum taxation covered by section 21, disposal treatment applies only to the part exceeding minimum income, and ligningsloven section 16 A contains further dividend-treatment exceptions. Section 28 a applies only to liquidation proceeds that remain within aktieavancebeskatningsloven section 2(1).

Distributions made before that final year are generally treated as dividends under ligningsloven section 16 A, stk. 2, nr. 1, subject to the exceptions and permissions in section 16 A, stk. 3. Those flow through the dividend reporting and withholding machinery, a separate filing regime from the liquidation proceeds return. A vehicle that pays an interim distribution in one year and its closing proceeds in the year it is struck off therefore produces two different filings under two different regimes.

There is a bridge between the two treatments. Under ligningsloven section 16 A, stk. 3, nr. 2, litra a, the tax authority can, where special circumstances justify it, grant permission for liquidation proceeds paid by aktieselskaber and andelsselskaber before the calendar year of final dissolution to be taxed as a disposal rather than a dividend; permission cannot be given to recipients described in section 16 A, stk. 3, nr. 1. Separately, section 16 A, stk. 3, nr. 3 provides a further statutory route to disposal treatment for distributions of the kind described in nr. 2 where the shares in the distributing company are covered by aktieavancebeskatningsloven section 17 and the recipient company qualifies for tax-exempt dividend treatment under selskabsskatteloven section 2, stk. 1, litra c, or section 13, stk. 1, nr. 2.

One consequence flows straight into operations: where the closing distribution is treated as a disposal under the Capital Gains Tax Act, no dividend withholding tax is deducted from the liquidation proceeds. Applying a routine withholding deduction, as one would for an ordinary distribution, produces both an over-deduction and a filing in the wrong regime. For the interaction between distribution treatment and withholding more broadly, see our note on the FASTER Directive and withholding tax scope.

The carve-outs that keep a payout in the dividend regime

Even in the year of final dissolution, some liquidation distributions stay in the dividend regime. Under ligningsloven section 16 A, stk. 2, nr. 2, liquidation distributions from a share-based investment institute with minimum taxation (one covered by aktieavancebeskatningsloven section 21) are dividends to the extent they do not exceed minimum income; bond-based institutes covered by section 22 of that Act are outside this carve-out. Section 16 A, stk. 3, nr. 1, litra a to d then contains additional exceptions to disposal treatment. Under litra a, a corporate recipient must both own at least 10 percent of the liquidated company and receive a distribution covered by selskabsskatteloven section 2, stk. 1, litra c. Whether a tax-exempt subsidiary or group dividend falls into the dividend carve-out depends on those statutory conditions, so each recipient must be tested against them before the amount is routed between dividend reporting and section 28 a reporting.

The result is that a single closing distribution can be split down the middle: some recipients inside the section 28 a return, others outside it.

What the return carries, and what it deliberately leaves out

The liquidation proceeds return contains recipient identification, instrument identification, instrument type and trading status, number of units, payout time and date, and the liquidation proceeds amount, together with the other applicable fields in data structure 2237. The acquisition/disposal gross-amount and transaction-cost fields are not populated for this report, and no gain or loss is calculated in the return. Ownership share is reported only in the specific joint-ownership cases prescribed for field 47.

For a distribution that falls within section 28 a, the amount remains reportable even if it is below the recipient’s original contribution. Where no liquidation proceeds are paid, there is no section 28 a record.

For FTPs Gateway submissions, Skattestyrelsen applies an automated ingress test for errors and missing information before loading the data.

Filing through eKapital: TastSelv Erhverv, FTPs Gateway and data structure 2237

For investment associations and similar entities, Skattestyrelsen instructs filers to submit the information through the TastSelv Erhverv contact form using its Excel template, or via FTPs Gateway. Companies use a separate TastSelv Erhverv route in which a TXT file is uploaded through the AKSA securities solution; companies may also use FTPs Gateway.

For investment associations using FTPs Gateway, the liquidation-proceeds record follows data structure 2237, with individual number 2237. For the TastSelv Erhverv contact-form route, the IFPA guidance requires the attached file to be in txt format and to follow the same fixed data structure; Skattestyrelsen’s Excel template converts the entered data into that txt file. Before filing, the entity or authorised filer must have the access required for the applicable Skattestyrelsen submission route.

Receipts, error lists and getting a rejected file back in

A submitted file and a clean filing are two different outcomes. For FTPs Gateway submissions, Skattestyrelsen returns status files and error lists in the FTP outfolder. Error code 599 indicates no errors; other error codes require correction, and rejected records are represented in error-list individual 4821. For a TastSelv Erhverv submission, Skattestyrelsen sends the receipt by post to the address the reporting-obligated party has registered with Erhvervsstyrelsen, and an error list is sent by post for each rejected report.

Filing is an ongoing obligation. The guidance sets out a duty to re-report data that has been rejected or flagged as erroneous, and it describes the principles for correcting and resetting previously reported data. It also requires the filer to retain the data basis behind the report, which matters precisely because the vehicle may no longer exist by the time a correction is needed. Rejected reports must be re-reported within the applicable response deadline, which the IFPA guidance states as 14 days after delivery of the response or error list, while corrections to accepted reports are to be made as soon as the error is identified.

The identification data Skat expects

Recipient identification is a required part of the section 28 a report, and data structure 2237 contains specific identification fields and rules for the reported recipient. The guidance treats the collection of that information as its own step: the person being reported on must give the reporting party their name, address and CPR number, and must notify any change within one month. It then addresses the harder cases separately, including recipients without a standard Danish identifier and other special identification circumstances. For recipients identified under foreign rules, data structure 2237 carries the owner’s TIN in field 17 and a TIN-type code in field 18, including a code for missing identification information.

Estates have their own identification method in the guidance, distinct from the ordinary recipient rules.

The compliance stake

Skatteindberetningsloven attaches two kinds of sanction to the reporting duty. Under section 57, where reporting is not made on time, Skattestyrelsen can order reporting by a specified deadline and impose daily coercive fines until the order is complied with. Section 59, stk. 1, nr. 3 provides fines for intentional or grossly negligent failure to report under a list of provisions, and the legislative remarks to the bill that inserted section 28 a state that late section 28 a reporting falls within section 59, stk. 1, nr. 3 without any amendment and can therefore be fined. Section 59 also covers failure to re-report within a deadline set under section 54, stk. 6, and failure to retain or submit material under section 56. The same remarks tie the deregistration deadline to enforcement: a company cannot be declared finally dissolved before it is deregistered with Erhvervsstyrelsen, so a legal person still exists to sanction for missing reporting.

Frequently Asked Questions

Do we still file if a shareholder receives less than they originally invested?

Yes, provided the payment is within section 28 a. The return records the distributed amount, and the investor’s gain or loss is determined separately against acquisition cost.

What if nothing is distributed because the entity is insolvent?

Where equity is negative and no proceeds are paid out, there is no positive distribution to report.

Are distributions paid before the final year reported here too?

No. Payments made before the calendar year of final dissolution are generally treated as dividends under ligningsloven section 16 A, stk. 2, nr. 1, and run through the dividend reporting and withholding rules. Section 28 a reporting is expressly limited to liquidation proceeds covered by aktieavancebeskatningsloven section 2, stk. 1. A pre-final-year distribution may be subject to disposal treatment following permission under ligningsloven section 16 A, stk. 3, nr. 2, litra a, or where ligningsloven section 16 A, stk. 3, nr. 3 applies. Neither route brings the payment within section 28 a.

Does a 10 percent corporate owner’s share go in this return?

That depends on further statutory conditions. Under ligningsloven section 16 A, stk. 3, nr. 1, litra a, the recipient company must own at least 10 percent and the distribution must also be covered by selskabsskatteloven section 2, stk. 1, litra c. Litra b to d contain different conditions. A liquidation distribution is outside section 28 a only where it does not fall within aktieavancebeskatningsloven section 2, stk. 1.

Is dividend withholding tax deducted from liquidation proceeds?

No, where the proceeds are treated as a disposal under aktieavancebeskatningsloven section 2.

Can an administrator or adviser file on our behalf?

Yes. An adviser may submit on the entity’s behalf once the required access is in place. Separately, section 28 a provides that where another person makes the distribution on the entity’s behalf, that person is the reporting-obligated party.

How are proceeds paid to a deceased shareholder’s estate handled?

The guidance ties the identifier to the estate type and the estate’s cut-off date. For an undivided estate (uskiftet bo), reporting is on the deceased’s CPR number before the cut-off date and on the surviving spouse’s CPR number from that date; for a divided estate (skiftet bo), it is on the deceased’s CPR number before the cut-off date and on the heirs’ CPR numbers from that date. Where the surviving spouse’s or heirs’ identity is not known at the time of reporting, the report continues to be made on the deceased’s CPR number. After the cut-off date, the heirs must give the reporting party their identification details, and the guidance places no duty on the reporting party to obtain information about the heirs.

  • KOFS Own Funds Reporting in Denmark: Finanstilsynet’s CRR own-funds return for institutions, filed as KOFC/KOFS in FIONA up to reference period 31 December 2025 and as COREPOF in e-Reg from reference period 31 March 2026, separate from Skattestyrelsen’s tax reporting.
  • CRS Reporting Explained: Luxembourg’s annual CRS reporting framework and the transmission channels used for reporting to the Luxembourg Inland Revenue.
  • FASTER Directive: Withholding Tax Scope: the EU relief framework that shapes how withholding on distributions is handled and reported.
  • DAC7 Reporting for Platform Operators: Luxembourg’s platform-operator registration and reporting to the Luxembourg Inland Revenue through MyGuichet.lu, a regime separate from Denmark’s eKapital.
  • EU Tax Simplification and the DAC Recast: the direction of travel for tax reporting obligations across the EU.

Key Takeaways

  • The section 28 a return is event-driven: file in the calendar year the proceeds are paid and before the entity is deregistered from Erhvervsstyrelsen. There is no annual due date.
  • Section 28 a covers liquidation proceeds falling within aktieavancebeskatningsloven section 2, stk. 1. Earlier-year liquidation distributions are generally dividend-treated, but disposal treatment applies under ligningsloven section 16 A, stk. 3, nr. 2, litra a following a tax authority permission (limited to aktieselskaber and andelsselskaber; not available to recipients in nr. 1) or under ligningsloven section 16 A, stk. 3, nr. 3 where its statutory conditions are met; neither route falls within section 28 a.
  • Data structure 2237 carries the required recipient, instrument, quantity, classification, payout-time/date and liquidation-proceeds data. Acquisition/disposal gross-amount and transaction-cost fields are not populated, gain or loss is not calculated in the return, and the ownership-share field applies only in specified joint-ownership cases.
  • No dividend withholding tax is deducted from disposal-treated liquidation proceeds.
  • Screen the register against the section 16 A rules: a 10 percent corporate holding moves the distribution into the dividend regime under litra a only when the distribution is also covered by selskabsskatteloven section 2, stk. 1, litra c, and litra b to d set different conditions.
  • File through eKapital via TastSelv Erhverv or the FTPs Gateway using data structure 2237 as a text file, building from Skattestyrelsen’s Excel template if you are not generating it from source systems.
  • Set up filing access before the payout (MitID Erhverv or a TastSelv code for TastSelv Erhverv, plus user registration if FTPs Gateway is used), and retain the data basis after the vehicle is struck off.
  • Read the error list, not just the receipt: rejected records must be re-reported within the deadline notified by Skattestyrelsen. Section 57 permits orders and daily coercive fines where reporting under the Act is not timely; section 59 provides fines for intentional or grossly negligent failure to report on time, which the legislative remarks confirm covers section 28 a, as well as for failure to re-report within a deadline under section 54(6) and failures under section 56.

Sources and References

Building the section 28 a return into the wind-up plan

The practical work is front-loaded. Identify the calendar year the closing distribution will fall in, confirm which recipients are disposal-treated and which are caught by the section 16 A carve-outs, set up filing access, and build the data structure 2237 file so it can be submitted, error-checked and corrected before Erhvervsstyrelsen strikes the entity off. The date to hold in view for the initial report is deregistration itself; any rejected or later-corrected records then follow the applicable re-reporting and correction timetable.

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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