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Significant precedent regarding Directed Employee Share Issue before the Central Tax Board

Waselius & Wist successfully assisted a large international group in a significant tax ruling process, where the Finnish Central Tax Board published its precedent today. In Finnish tax laws, there is a particular rule for a “Directed Employee Share Issue”, constituting a right for employees to subscribe for shares in an employer entity for a price less than the FMV, and where the benefit accrued based on the discount would not be taxable at all if (i) the majority of the employees would be entitled to subscribe for the shares, and (ii) assuming the discount would not exceed 10% of the FMV of the subscribed shares. However, in prevailing practice by the Finnish Tax Administration this has for decades been interpreted in a way where the subscription by an employee of  treasury shares held by the employer entity would not qualify for the benefit. The practice followed by the Finnish Tax Administration has neither been in line with the Finnish Companies Act nor, as now concluded by the Central Tax Board, in accordance with the formulation of the “Directed Employee Share Issue”-rule itself. The ruling can still be appealed to the Supreme Administrative Court.

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