KVL: SPV's financing-cost recharges outside VAT scope

The Central Tax Board (Keskusverolautakunta, KVL:031/2026Vero, in Swedish CSN:031/2026Vero)Vero has ruled that a group financing SPV's onward charges of bank interest and commitment fees to operating companies fall outside the scope of VAT altogetherVero. The ruling covers 23 September 2026 to 31 December 2027 and is not yet final (Ei lainvoimainen)Vero.

The structure: A Oy, an SPV with no employees set up solely to arrange financing for X Group's operating companies, received a credit limit from a Finnish bank acting as financier and lender. The operating companies sold their customer receivables to A Oy at nominal value, with the receivables serving as security for A Oy's borrowing; ownership and credit risk transferred to A Oy, customer payments flowed to A Oy's account and were used to repay the financing. Responsibility for administering and collecting the receivables stayed with the operating companies, which charged A Oy a taxable administration fee — and a valid administration agreement with them was a condition for drawing the bank's credit line, with its termination a ground for terminating the bank financing. The bank charged A Oy interest (reference rate plus margin on the drawn amount) and a commitment fee on the undrawn portion, which A Oy recharged to the operating companiesVero.

The Board held there was no credit relationship at all between A Oy and the operating companiesVero: what A Oy paid for the receivables was consideration for their outright sale, not a repayable loanVero, so the interest and commitment-fee recharges could not be consideration for granting creditVero. Nor did A Oy perform, for consideration, transactions transferring assets or fulfilling specific and essential functions of such transfersVero — so the recharges were neither consideration for transactions concerning claims under Article 135(1)(d) of the VAT DirectiveVero nor for payment transfers (maksuliike) under AVL 42 §(1)(4)Vero. And because A Oy neither administered nor collected the receivablesVero and did not release the operating companies from collectionVero, the arrangement was not factoring for consideration in the Court of Justice's case lawVero, where the acquirer takes over collection for a fee. Buying the receivables at nominal value gave A Oy no consideration for making capital availableVero; no service by A Oy to the operating companies could be shown for which the recharges would be genuine considerationVero. The recharges are therefore items outside VAT scopeVero, and no VAT is due on them under AVL 1 §(1)(1).

Advisers running group-financing and receivables-securitisation structures should note the three-pronged reasoning — no credit, no claims transaction or payment service, no factoringVero — and that the ruling turns on A Oy performing no collection or administration service at allVero.

Legal basis: KVL:031/2026 (CSN:031/2026), AVL 1 §(1)(1), 17 §, 18 §(2), 41 §, 42 §; Council Directive 2006/112/EC Articles 2(1)(c), 9, 24(1), 135(1)(b) and (d).