Tax on selling a business in Denmark: gains, rates and retirement relief

What you keep after a sale depends at least as much on tax as on price. Two deals with the same headline price can leave very different amounts in your account, depending on whether you sell a sole proprietorship, shares you own personally or shares held through a holding company. This guide explains how the gain is taxed in each case under Danish rules, with the rates and thresholds that apply in 2026.

The choice between selling the assets or the company — and what it means for VAT, liability, employees and contracts — is covered in the seller guide chapter on asset sale or share sale. Here we focus on tax and on the figures you need to estimate your net proceeds. If you are a foreign resident, your home country’s rules may also apply; this guide covers the Danish side only.

Three situations, three sets of rules

Selling a sole proprietorship

If you run the business as a sole proprietorship or partnership (enkeltmandsvirksomhed or I/S), you can only sell the assets. The price must be allocated to the individual assets — goodwill, equipment (fixtures, machinery, IT), stock, any intangible rights and real property — and each part is taxed under its own rules. The allocation must reflect market value and be set out in the purchase agreement, because it also determines the buyer’s depreciation.

Goodwill

The gain on goodwill is the part of the price allocated to goodwill minus your tax base. If you built the business yourself, the tax base is usually zero, so the whole goodwill amount is gain. For an individual owner it is taxed as personal income. With the 2026 rates — bottom tax 12.01%, middle tax 7.5% above DKK 641,200, top tax 7.5% above DKK 777,900 and top-top tax 5% above DKK 2,592,700 (all after labour market contribution), plus municipal tax — a large goodwill gain quickly reaches the highest brackets. See our guide to goodwill.

Equipment and recaptured depreciation

Equipment is depreciated for tax on a pooled balance at up to 25% a year. If you sell the equipment for more than the written-down balance, the balance turns negative and the negative amount is added to your income. This is recaptured depreciation: you previously deducted a loss in value that did not really happen, and the deduction is now reversed. Old, written-down fixtures priced high in the deal can trigger unexpected tax.

Stock and real property

Stock is generally sold at book value and included in the year’s trading result. Gains on real property are taxed under the Danish Property Gains Tax Act, and for commercial property it may in some cases be possible to roll the gain over into a new property. This is an area where your accountant needs to run the numbers.

The business tax scheme

If you have used the Danish business tax scheme (virksomhedsskatteordningen), the sale affects any retained profits in the scheme. If you stop running a business altogether, retained profits are generally taxed as personal income. There are rules that can defer this if you continue with another business — ask your accountant before the deal closes.

Selling shares you own personally

If you own the shares directly, the gain is taxed as share income. In 2026 the rate is 27% on share income up to DKK 79,400 and 42% on the rest. For married couples the threshold is doubled to DKK 158,800. The gain is the sale price minus your tax base — usually the capital you put in when you founded the company, plus any later capital increases.

With a gain in the millions, almost all of it is therefore taxed at 42%. That is a key reason why many Danish owners hold their operating company through a holding company.

Selling through a holding company

If your holding company owns at least 10% of the operating company, the shares are subsidiary shares, and the gain on a sale is generally tax-free for the holding company. The money can stay in the holding company and be reinvested — in a new business, property or securities — without being taxed. Only when the holding company pays you a dividend do you pay tax, as share income.

If you do not have a holding company today, a tax-free share exchange may be an option. If the exchange is made without a permit from the tax authorities, the holding company must keep the operating company’s shares for three years; if they are sold sooner, the exchange becomes taxable. With a permit other conditions may apply, but an exchange close to a sale always needs case-by-case assessment. The point is simple: the holding structure must be in place long before you put the business up for sale.

Retirement pension on sale (ophørspension)

If you are 55 or older, you can pay part of the gain from the sale into a special retirement pension (ophørspension, section 15 A of the Danish Pension Taxation Act) and deduct the payment. This can neutralise the tax on the gain in the year of sale. The money is taxed instead when it is paid out of the pension — often at a lower marginal rate than in the year of sale.

• Age: You must be 55 before the business or the main shareholder’s shares are sold.
• Track record: You must have run a business — or been the main shareholder of a trading company — for at least 10 of the last 15 years.
• Amount: You can pay in a total of no more than DKK 3,443,400 (2026), and never more than the taxable gain on the sale.
• Deadline: To neutralise the tax in the year of sale, pay in no later than 1 July of the following year. Payments can be spread over up to ten years.
• A partial sale is enough: You do not have to stop completely; a full or partial disposal can qualify.
• Residence: You must be fully tax-liable to Denmark at the time of the sale.

The gain must be documented with a statement from, for example, an accountant or lawyer. Payments from the pension can affect Danish public benefits such as early retirement pay, so include that in your calculation.

Deferred payments and when the tax falls due

Part of the price is often paid later — as a vendor loan or an earn-out. That does not necessarily change when the gain is taxed. With a vendor loan, the full price is generally agreed and taxed in the year of sale, even if you receive part of the money later; the interest is taxed as it accrues. With an earn-out, the treatment depends on how the agreement is drafted. See our guides to earn-outs and vendor financing.

Work out your net proceeds before you negotiate

1. Find your tax base for the shares or assets, and collect the documentation.
2. Get a realistic price range — for instance with Sitavo’s valuation and the key figures sheet.
3. Ask your accountant for two calculations: net proceeds from an asset sale and from a share sale.
4. Look into a holding company and the retirement pension early — at least three years ahead if you are considering a share exchange without a permit.
5. Agree the price allocation in the purchase agreement if assets are sold — see the asset purchase agreement.
6. Match the payment plan to the tax, so you have cash when the tax falls due.

Once the numbers are clear, you can put the business up for sale at a price you can explain. If you want help with the tax calculation or the process, find a Sitavo adviser — for example an accountant who knows business transfers.