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Created September 9, 2025 17:18
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SLIP and wealth tax

if i raise 10m nok for my startup in norway. my startup now have 10m nok in the bank. i own 100% of this startup. I use a slip/safe to postpone valuation of the company. do I as owner have to pay tax wealth on the 10m nok in the bank account of my startup?

No, the owner does not pay wealth tax directly on the 10 million NOK sitting in the company’s bank account; wealth tax is levied on the owner’s personal net wealth, where the relevant asset is the value of the unlisted shares, not the company’s cash itself. The company pays no wealth tax, but the company’s cash does influence the shares’ taxable value for the owner.[1][2][3][4]

What is taxed

  • Individuals pay wealth tax on net wealth, which includes shares, whereas a Norwegian AS does not pay wealth tax itself.[4][1]
  • For owners of unlisted Norwegian shares, the taxable asset is the shares’ value, not the company’s underlying cash; however, the company’s assets and liabilities determine the company’s taxable “formuesverdi,” which flows through to the share value.[2][3]

How unlisted shares are valued

  • Unlisted Norwegian shares are typically valued at 80% of the share’s proportionate share of the company’s taxable net asset value (“skattemessig formuesverdi”) as of the valuation date used for wealth tax, giving a 20% valuation discount in 2025.[1][2]
  • As a practical effect, company cash generally increases the company’s net wealth and thereby the shares’ taxable value, but the owner benefits from the 20% discount applicable to shares.[2][1]
  • The valuation date for unlisted shares is normally 1 January of the income year (which feed into the next tax assessment), but if the company undertook capital changes (e.g., new capital in) during the year, the valuation can shift to 1 January of the assessment year, which can capture the new cash.[5][3]

Effect of SAFE/SLIP structure

  • Whether the 10 million NOK is offset by a liability depends on whether the instrument is classified as debt or equity for tax purposes; classification follows substance-over-form principles in Norwegian practice.[6][7]
  • If structured and accounted as debt (e.g., a true convertible loan), it reduces the company’s net wealth and thus lowers the shares’ taxable value for the owner; convertible loans are typically treated as debt on the balance sheet.[8][2]
  • If the instrument is equity-like (no liability), the 10 million increases the company’s net wealth and therefore raises the owner’s share value used for wealth tax (still subject to the 20% share discount).[3][2]

2025 thresholds and rates

  • For 2025, the base allowance is 1,760,000 NOK per person; municipal rate is 0.525% and state rates are 0.475% up to 20.7 million and 0.575% above that, applied to net taxable wealth after discounts.[1]
  • Shares benefit from a 20% valuation discount in 2025 (and corresponding allocation of “tilordnet gjeld”), reducing the taxable base before applying rates.[1]

Quick example

  • If the company’s only asset is 10 million NOK cash and there is no debt and the owner holds 100%, the wealth-tax value of the shares would ordinarily be 80% of 10 million = 8 million NOK before the owner’s personal base allowance.[2][1]
  • If the 10 million NOK is a bona fide convertible loan (debt), the net wealth could be near zero at the valuation date, substantially reducing the shares’ taxable value for the owner, subject to the specific classification and timing rules.[6][8]

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but its not debt. I use slip. its a seed round. do I have to pay wealth tax?

Yes—wealth tax can still apply, but it is on the value of the unlisted shares, not directly on the 10m NOK in the company’s account, and a SLIP (not debt) does not eliminate wealth tax; it mainly postpones pricing while the shares are valued under the statutory rules and discounts.[1][2][3]

What SLIP changes

  • A SLIP is a Norwegian variant of SAFE that gives investors a right to subscribe for shares later, so there is typically no immediate share capital increase or priced equity round at the time the cash is received.[4][5][1]
  • Because a SLIP does not itself increase share capital, the special “exception” rule that moves the valuation date to 1 January of the assessment year due to a paid-in capital increase usually does not trigger at the time of the SLIP funding.[6][7][1]

Valuation timing

  • The main rule for unlisted Norwegian shares is that they are valued at 80% of the company’s taxable net asset value as of 1 January in the income year (i.e., 1 January of the year before the assessment), not at the date of the funding.[3]
  • An exception applies if there was a paid-in share capital increase or certain other capital events during the year; in those cases, the valuation date moves to 1 January of the assessment year, which captures the new capital sooner—this typically does not apply to an unconverted SLIP.[7][6]

Valuation mechanics

  • Unlisted shares receive a 20% valuation discount for wealth tax purposes, so the taxable share value is generally 80% of the company’s taxable net assets at the valuation date.[2][8]
  • “Aksjer (inkl. næringseiendom) og tilordnet gjeld” are explicitly valued at 80% in the 2025 rate sheet, confirming the discount level used in wealth tax computations.[8]

Rates and thresholds

  • Wealth tax applies only if personal net taxable wealth exceeds the allowance; for 2025 the allowance is 1,760,000 NOK per person, and the rates are 0.525% municipal plus 0.475% state up to 20.7m and 0.575% above that, applied to the discounted wealth base.[8]

Practical effect for a SLIP seed

  • If the SLIP cash arrived during the year and there was no share capital increase, the owner’s wealth-tax value of the shares for that year typically follows the 1 January income-year values and would not include the SLIP cash until the next 1 January snapshot.[6][3]
  • Once the cash is on the balance sheet at the next valuation date and before conversion, the owner’s unlisted shares are valued off the company’s net assets (including that cash) but with the 20% share discount applied.[2][3]

Illustration

  • If the company’s only asset at the valuation date is 10m NOK and no debt, 100% ownership implies a wealth-tax value of about 8m NOK (80% of 10m) before the personal allowance and before any allocation of personal debt.[2][8]
  • If the 10m NOK was raised via SLIP mid-year without a share capital increase, it generally affects wealth tax starting from the next 1 January valuation date, not immediately in the current year’s assessment.[3][6]

Key caveat

  • If or when a priced equity round with paid-in share capital occurs during the year, the exception can move the valuation date to 1 January of the assessment year, which brings the new capital into the owner’s share tax base sooner; this is distinct from an unconverted SLIP.[7][6]

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okay . say i raise 10m nok on a slip for my startup. in 2025. its preseed.I use 5mnok of that money the same year on software dev. then 2026 i have 5m nok left. i use the remainder og that money in 2026. i then raise 30m nok on slip for seed round. I then spend 15m nok in 2026. and the rest in 2027. Its now 2028 and i spend the rest of the money so ballance is zero. in 2025-2028 do i have to pay any wealth tax as a person holding 100% of the comany?

Short answer: Wealth tax applies to the value of the unlisted shares at each 1 January snapshot, not to the company’s bank balance directly, and with SLIP (not debt or a paid-in share capital increase) the cash is typically reflected from the next 1 January after receipt, discounted by 20% when valuing the shares.[1][2][3]

Year-by-year outcome

  • 2025 assessment (valuation at 1 Jan 2025): A 2025 SLIP does not count as a paid-in share capital increase, so the 1 January 2025 value is used; if the company had negligible assets at that snapshot, the owner would ordinarily have little or no share-based wealth tax for 2025, subject to personal allowances and any other assets.[3][4][1]
  • 2026 assessment (valuation at 1 Jan 2026): After raising 10m via SLIP in 2025 and spending 5m in 2025, about 5m cash would be present at 1 Jan 2026, so the taxable share value is generally $$0.8 \times 5,\text{mill.} = 4,\text{mill.}$$ before applying personal thresholds and rates, and spending later in 2026 does not change that year’s snapshot.[2][5][1]
  • 2027 assessment (valuation at 1 Jan 2027): A 2026 SLIP is not a paid-in capital increase, so valuation stays at 1 Jan 2027; if 30m was raised on SLIP in 2026 and 15m spent in 2026, about 15m cash at 1 Jan 2027 gives a taxable share value of $$0.8 \times 15,\text{mill.} = 12,\text{mill.}$$ before personal thresholds and other assets/liabilities.[1][2][3]
  • 2028 assessment (valuation at 1 Jan 2028): The snapshot is 1 Jan 2028, so if the remaining cash was fully spent during 2027 and the balance was zero at that date, the share-based wealth tax base from cash would be zero; if some cash remained on 1 Jan 2028 and was only spent later in 2028, that remaining amount would be reflected at 80% in the share valuation for 2028.[2][1]

Why this is so

  • The main rule for unlisted shares is valuation at the company’s taxable net assets on 1 January of the income year; an exception can move the date to 1 January of the assessment year when there is a paid-in share capital increase during the year, but an unconverted SLIP is typically not such an increase.[4][1]
  • A SLIP is a Norwegian SAFE-style agreement that postpones pricing and does not by itself create paid-in share capital or debt, so the extra cash just sits on the company balance sheet and affects the owner’s share valuation starting from the next 1 January snapshot.[3]
  • Unlisted shares receive a 20% valuation discount for wealth tax purposes, and actual tax depends on personal allowances and rates in the relevant year (for 2025 the allowance is 1,760,000 NOK and the published wealth tax rates apply on the discounted base).[5][2]

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are there any other rules that may decrease my wealth tax liability? say i have 5m nok in the bank in my startup i own 50%. I use a slip. am i really liable for 0.525% municipal plus 0.475% * ((5m*0.8 ) - 1.7m) * 0.5 ?

Not exactly; the calculation is close, but the allowance must be applied after taking the 50% ownership into account, and several rules can further reduce or change the taxable base and tax, including the 20% share discount, debt allocation, and doubled thresholds for spouses taxed jointly.[1][2][3]

What lowers liability

  • Shares in unlisted companies get a 20% valuation discount, so the wealth-tax value is 80% of the company’s taxable net assets at the 1 January snapshot before personal allowances and rates are applied.[3][4]
  • Personal debt reduces net wealth, but debt is proportionally allocated across asset classes and the portion allocated to discounted assets is reduced by the same discount (the “tilordnet gjeld” rule), which moderates the benefit of debt.[5][3]
  • For married couples taxed jointly on combined wealth, the allowance thresholds are doubled, which can eliminate tax in scenarios that would otherwise be taxable for a single person.[2][1]
  • Only the 1 January snapshot counts each year; spending cash before 1 January reduces the company’s net assets for that year’s share valuation, while a SLIP without share capital increase does not shift the valuation date.[6][7]

Correcting the example

  • With 5m NOK in company cash and 50% ownership, the taxable share value before allowance is $$0.8 \times 5{,}000{,}000 \times 0.5 = 2{,}000{,}000$$ NOK.[4][3]
  • The 2025 allowance is 1,760,000 NOK per person, applied after computing the person’s share, so the base is $$2{,}000{,}000 - 1{,}760{,}000 = 240{,}000$$ NOK if there are no other assets or debts.[1][2]
  • For 2025 rates, municipal 0.525% plus state 0.475% apply to the base up to 20.7m, so tax would be about $$1.0% \times 240{,}000 = 2{,}400$$ NOK in this simplified case.[2][1]

Notes on SLIP and timing

  • A SLIP does not make the shares’ wealth-tax value zero; the company’s net taxable assets at 1 January determine the value, regardless of whether a priced round has occurred.[8][4]
  • Since a SLIP is not a paid-in share capital increase by itself, the snapshot normally stays at 1 January of the income year, so timing of cash spending before that date directly affects the wealth-tax base for that year.[7][6]

Practical checklist

  • Confirm the 1 January cash and other net assets in the company each year, because that drives the 80% share valuation.[4][6]
  • Apply the personal allowance after calculating the ownership share of the discounted value, not before halving for ownership.[1][2]
  • Account for personal debt and its allocation across discounted and non-discounted assets when estimating the base.[5][3]
  • If married and taxed jointly, check the doubled thresholds to see if the base falls to zero under the joint allowance.[2][1]

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