Placepoint

Innmatssalg (asset sale)

Innmatssalg (an asset sale) is a transaction structure where the property itself, the matrikkelenhet with its buildings, leases and operating agreements, is transferred directly from seller to buyer. The seller keeps the company (the shell), the buyer takes over the building and title passes in Grunnboken. The structure is the counterpart to selskapssalg (a share sale) and is used in a minority of Norwegian commercial property transactions, but it is the main structure for sales of detached houses, smaller properties and certain special properties (institutional buildings, hospitals, heritage sites) where a company transfer is impractical.

The most important consequence is that an asset sale triggers Document duty at 2.5% of the property's market value. On a building valued at NOK 500 million, that means NOK 12.5 million payable by the buyer when the deed is registered. Document duty is the most visible additional cost between the two transaction structures and pushes most commercial property purchases towards selskapssalg. The seller may also be subject to ordinary capital gains tax, since the participation exemption does not apply to a direct sale of property (it covers shares only).

In return, the buyer's position is considerably simpler. The buyer gets a "clean" property without inheriting historical obligations in the seller's company: no latent tax at company level, no historical tax disputes, no older environmental liabilities beyond those that clearly follow the property. The buyer's due diligence concentrates on the building itself (technical condition, environment, leases, planning status) and is typically much less extensive than in a selskapssalg.

A key tax advantage for the buyer is that an asset sale gives a new depreciation basis based on the purchase price. Under section 14-43 of the Tax Act, the buyer can depreciate commercial buildings at 2% per year and buildings and structures (group h) at 4% per year of this higher entry value, while a buyer in a selskapssalg is tied to the company's original (lower) tax value. The difference is significant over an ownership period of 5 to 10 years and is the main argument for an asset sale from the buyer's point of view, set against the Document duty that argues against it.

In practice, the negotiation often ends in a selskapssalg with a latent tax discount that mirrors the net difference between the transaction structures. The industry uses established models (Akershus Eiendom, the law firms' own) to calculate the advantage or disadvantage at a given level of interest rate curve, property type and ownership horizon. Larger institutional buyers (pension funds, life insurers) that are exempt from corporation tax often gain less from the asset structure and prefer a selskapssalg simply because the transaction is easier.

In Placepoint you can compare the title holder, buildings and matrikkel details on the map when you structure a transaction and verify what is actually included in the matrikkelenhet in a direct sale. Report: Due diligence uses exactly this distinction to decide whether the company track belongs in the review or not.

How this looks in Placepoint

In Placepoint you find this in the Property panel:

Asset sale in Placepoint

From Placepoint's glossary: Innmatssalg

More information: Skatteetaten: Dokumentavgift, Lovdata: Dokumentavgiftsloven § 7, Store norske leksikon: dokumentavgift

English: Asset deal.

Common questions we come across

Why is an asset sale less common than a selskapssalg in commercial property?

Document duty at 2.5% is the dominant reason. On a building valued at NOK 500 million, the difference is NOK 12.5 million, enough for most professional players to structure the transaction as a selskapssalg where that is practically possible.

When is an asset sale used anyway?

In residential sales (where Document duty is triggered in any case), in sales of a single building from a company that owns several properties the buyer does not want, in sales from estates or institutions, and in sales of special-purpose buildings where the company structure makes no sense. Also when the buyer is exempt from corporation tax and values a "clean" building without historical obligations.

What is the advantage of an asset sale for the buyer?

The buyer gets a new depreciation basis based on the purchase price, avoids taking over historical obligations in the seller's company, and can arrange simpler financing because the loan is secured directly by a charge without group-related complications.

How is the document duty saving handled in negotiations between an asset sale and a share sale?

In a selskapssalg, the buyer gets a latent tax credit discount (typically 6% to 10% of the purchase price) that compensates for the lower depreciation basis. The difference between the discount and the Document duty saving (2.5%) is the real gain from choosing a selskapssalg over an asset sale, and it is what the industry's established models measure.