25.5.2023

Foreign special investment fund – Special investment fund with one direct unitholder deemed tax exempt for income tax purposes in Finland

Related services

We advised a German investment management firm in a tax dispute concerning the tax treatment of a German investment fund investing mainly in real estate. The Helsinki Administrative Court ruled the matter in our favour and stated that the fund must be considered as tax exempt for income tax purposes in Finland.

The tax dispute concerned the taxation of the income that a German special investment fund investing in Finnish real estate received from Finland. The fund had only one direct unitholder, but it was part of a larger investment structure that effectively involved the co-investment of assets of a large number of individuals and the diversification of investments, including Finnish real estate.

The tax dispute concerned the Finnish Income Tax Act’s provision on the tax exemption of investment funds. The Finnish Income Tax Act includes a tax exemption provision that, under certain conditions, exempts domestic and foreign investment funds and special investment funds from income tax in Finland at the fund level. Said tax exemption provision became effective in tax year 2020 and has since caused challenging interpretation differences with the tax authorities as well as several tax disputes. The CJEU has issued a preliminary ruling on one aspect of the Finnish tax exemption provision, and the Finnish Supreme Administrative Court has recently issued rulings on the tax treatment of investment funds. The legal question under dispute has raised a lot of academic debate over the past years. The domestic provisions and their application with respect to foreign investors have proven to be problematic from the perspective of the EU fundamental freedoms.

We submitted an advance ruling application to the Tax Administration to confirm that, despite having only one direct unitholder, the German fund is treated as tax exempt for income tax purposes in Finland, because it meets the profit distribution requirement set out in the legislation. The Tax Administration issued a negative ruling to the fund and deemed that the fund cannot be treated as tax exempt for income tax purposes in Finland. We successfully assisted with appealing the advance ruling decision to the Helsinki Administrative Court, which ruled in our favour and stated that the fund must be considered as tax exempt for income tax purposes in Finland.

The decision of the Helsinki Administrative Court became final in May 2023. 

Latest references

We advised Tesi (Finnish Industry Investment Ltd) in its investment in the heavy duty vehicles company Oy Sisu Auto Ab. With this investment, Tesi became an owner in the company with a share of 24.4 per cent. Sisu Auto is a pioneer in the Nordic market in the development of heavy duty vehicles. Sisu’s core competences are in the product development and production of trucks and military vehicles. Tesi is a state-owned, market-driven investment company that invests in venture capital and private equity funds and directly in Finnish startups and growth companies. The investments managed by Tesi total 2.1 billion euros.
Case published 19.8.2024
We advised Andritz Oy, a part of ANDRITZ group, with their acquisition of all the shares in Procemex Oy. The acquisition further strengthens ANDRITZ’s automation and digitalisation portfolio. Procemex is a global leader in integrated web monitoring and web inspection solutions for the pulp and paper industry. It has a team of more than 100 vision systems experts and has subsidiaries in Germany, Japan and the US. ANDRITZ offers a broad portfolio of innovative plants, equipment, systems, services and digital solutions for a wide range of industries and end markets. ANDRITZ is a global market leader in all four of its business areas – Pulp & Paper, Metals, Hydropower and Environment & Energy. The publicly listed group has around 30,000 employees and over 280 locations in more than 80 countries.
Case published 18.7.2024
We acted as the Finnish legal advisor for BHP in connection with an exploration alliance agreement entered into between BHP and Kingsrose Mining Limited under which BHP (through a wholly owned subsidiary) will provide funding for regional mineral exploration across areas of interest in Finland. As part of the arrangement announced on 22 May 2024, BHP and Kingsrose entered into two exploration alliance agreements, focusing on nickel and copper exploration in specified regions in Finland and Norway. In Finland, the alliance agreement covers Kingsrose’s four exploration reservations at the Central Finland project in the Kotalahti Nickel Belt, a 400 kilometre long greenstone belt which hosts the past producing Hitura, Kotalahti and Enonkoski nickel mines. The alliances follow from Kingsrose’s successful participation in the BHP Xplor program, a global accelerator program targeting innovative, early-stage mineral exploration companies to find the critical resources necessary to drive the energy transition. BHP is the largest mining company in the world by market capitalisation, producing essential commodities through its assets, including iron ore, metallurgical coal, copper and nickel, and moving into potash.
Case published 4.7.2024
We advised Exsitec Holding AB in a transaction whereby it acquired all the shares in M-flow Finland Oy. M-flow Finland Oy is a Finnish company engaged in reselling Medius B2B standard S2P software-as-a-service solutions in Finland. Exsitec Holding AB is a Swedish company part of the Nordic Exsitec group, which has over 20 offices in the Nordics. Exsitec delivers digital solutions to improve its customers’ businesses.
Case published 4.7.2024