if you raise 10m nok in capital for a startup in norway on SLIP / SAFE agreement and postpone valuation. do you have to pay wealth tax?
Short answer: No wealth tax is triggered just because a startup raises 10m NOK on a SLIP/SAFE; wealth tax is paid by individuals on their net wealth, not by the company, and founders are taxed on the value of their shares according to Norway’s unlisted-share valuation rules and thresholds, not on the new cash itself in the company’s account. The raise can still affect future share valuation for wealth tax, depending on whether the SLIP/SAFE is accounted as equity or liability and on the Jan 1 valuation timing rules for unlisted shares.[1][2][3][4][5]
- Wealth tax applies to individuals’ net wealth (assets minus debt) and is levied by both municipality and state; companies do not pay wealth tax.[5][1]
- For 2025, state rates are 0.475% between NOK 1,760,001 and 20,700,000 and 0.575% above that; municipalities also levy an additional rate so the combined burden reaches roughly 1.0%/1.1% above thresholds; spouses are assessed jointly with doubled thresholds.[6][1]
- Valuation discounts apply: shares and certain business assets get a 20% discount (i.e., taxed at 80% of the valuation base) when computing wealth tax.[7][3]
- Unlisted Norwegian shares are generally valued at 80% of the shareholder’s proportionate share of the company’s tax-assessed net asset value as of 1 January of the income year (note: this look-back differs from many other assets).[8][2]
- If there are capital changes (e.g., paid-in share capital) during the year, the valuation date can shift to 1 January of the following year so the new capital is reflected earlier in the tax base for that assessment cycle.[4][9]
- SLIP (a Norwegian SAFE-style instrument) and SAFE defer a priced valuation by granting investors a right to subscribe for future equity, allowing early capital in without setting a current share price.[10][11][12]
- Accounting and legal classification matter: if the instrument is treated as a liability until conversion, the 10m cash is offset by a corresponding liability, leaving net assets—and thus the shares’ wealth-tax valuation base—largely unchanged until conversion; if treated as equity, net assets increase and will be picked up under the Jan 1 valuation rules.[13][5]
- Founders pay wealth tax on the value of their shares, not on the company’s bank balance; a SLIP/SAFE round does not itself create a personal wealth tax liability unless it increases the tax value of the unlisted shares under the Jan 1 rules described above.[2][5]
- Because unlisted shares are valued using the company’s tax net assets at the statutory valuation date with a 20% discount, the timing (Jan 1 rules) and the instrument’s balance-sheet classification determine when and how much the raise affects the share-based wealth tax base for founders.[3][8][4]
- Investor treatment depends on the exact terms: certain contingent rights are not counted as taxable wealth until conditions are met, whereas clear claims or securities generally are; classification hinges on the instrument’s legal and accounting features.[14][5]
- In practice, many SAFE/SLIP agreements are designed as rights to future equity, but local legal/accounting advice is essential to determine whether the position is treated as a contingent right (potentially outside wealth tax) or a financial asset for wealth tax purposes.[10][5]
- The startup does not pay wealth tax; individuals do, based on net wealth and the value of their assets.[1][5]
- Using SLIP/SAFE to postpone valuation does not eliminate wealth tax; it primarily shifts when the raise affects the unlisted shares’ tax value, driven by whether the instrument sits as equity or liability and by the Jan 1 valuation timing rules, all subject to the 20% share discount.[2][3][4]
If needed, a Norwegian tax adviser can check the instrument’s wording and the company’s year-end balance sheet to confirm whether the 10m raise will be picked up in the relevant Jan 1 valuation for founders’ shares and how the municipal/state rates will apply above the thresholds.[5][1]
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