Transfer of a property from a limited liability company to its sole shareholder triggers ordinary stamp duty

The case concerned a residential property in Oslo that had been owned by a limited liability company since 1919. The company was dissolved in 2003 without the land register title being transferred to a new titleholder. The property contains a single housing unit and is occupied by the company’s sole shareholder. In 2024, the shareholder requested registration of the transfer of title from the company to himself, on the condition that the transfer fell under the special rule in section 1 subsection 2 of the Storting's Document Duty Resolution. Under this provision, the document duty is limited to NOK 1,000 instead of the ordinary rate of 2.5 percent of the market value. The Norwegian Mapping Authority refused to register the transfer on that condition, as it found that the transfer was not covered by the special low‑duty rule. The shareholder appealed to the Court of Appeal, which dismissed the appeal.

The special rule in section 1 subsection 2 applies to transfers of title in connection with the dissolution of housing cooperatives ("borettslag") and housing companies organised as limited liability companies ("boligaksjeselskap"). The issue was therefore whether a company that owns a dwelling with only a single housing unit, and has only one shareholder, can be regarded as a "boligaksjeselskap" within the meaning of this provision.

The Supreme Court has concluded that the Mapping Authority’s decision and the Court of Appeal’s order are based on a correct interpretation of the law. With particular emphasis on the wording and the background for introducing the special rule, the term “boligaksjeselskap” must be understood as a company with the same purpose as a "borettslag", but organised as a limited liability company. A limited liability company that owns a dwelling with only a single housing unit therefore falls outside the scope of the term. This is supported by the fact that the company has only one shareholder.

The case is significant for determining which transfers of title qualify for the reduced document duty under the special rule in section 1 subsection 2 of the Storting's Document Duty Resolution.

Read the Supreme Court’s order (Norwegian only) (PDF)

Area of law: Document duty law, section 1 subsection 2 of the Storting's Document Duty Resolution

Key paragraphs: 46–48

Justices: Falkanger, Arntzen, Hellerslia, Lund, Vang