Shareholder loan losses: new Vero line on deductions and joint sales

Individuals and estates that have lent to a company face a rewritten rulebook on what a lost or sold loan is worth in tax. Vero has overhauled its guidance on Pääomalainojen ja muiden yhtiölle annettujen lainojen luovutukset ja menetykset tuloverotuksessa in both languagesVero, and the overhaul narrows the guide's scope to natural persons and estates taxed under the TuloverolakiVero, restructures the principles up front and adds new worked examples.

A capital loan claim under chapter 12 of the Osakeyhtiölaki or the Osuuskuntalaki counts as property within the meaning of section 50(1) of the TuloverolakiVero, as does any other loan claim resting on a genuine debt relationshipVero. An onerous disposal of such a claim therefore falls under the capital gain and loss rulesVero: the gain or loss is the disposal price minus the claim's acquisition cost and selling expensesVero. For the loss to be deductible, the consideration used must correspond to the claim's fair value at disposalVero, which turns on the debtor's finances, solvency, collateral and other value drivers. In related-party disposals the taxpayer must produce reliable evidence of that fair value when needed; a nominal price against the outstanding principal may see the loss re-estimated and may raise gift-tax or anti-avoidance questions.

Where a shareholder disposes of shares and the related capital loan claim to the same buyer in the same arrangement, tax treats the two as one wholeVero: the loan amount is added to the shares' acquisition costVero and no separate gain or loss is computed on the loanVero. The same single-whole logic applies where the capital loan is lost because the company goes bankrupt or in a comparable situationVero, with the loan amount folded into the share cost instead of a separate lossVero. Critically, the combined computation must use actual costs on both legsVero: the taxpayer cannot apply the presumptive acquisition cost to the share disposal and additionally deduct the loan's actual acquisition cost from the combined priceVero.

An ordinary loan that is not a chapter 12 capital loan is never treated as an additional investment in the companyVero and is never added to the share acquisition cost, even in a joint disposal or a bankruptcyVero. Its onerous disposal is computed separately from any share disposalVero. Its final loss is not a capital loss eitherVero, because a loan claim is not a security, and it is generally not deductible at allVero. Deductibility as a capital-income expense under section 54(1) of the Tuloverolaki is available only in circumstances comparable to KHO 2014:21 and KHO 2024:28Vero, assessed case by case with weight on whether the taxpayer's lending activity can be regarded as extensive and active in the KHO 2014:21 senseVero. In KHO 2024:28, a 30 per cent cut to an ordinary promissory-note claim under a confirmed restructuring programme was neither a deductible expense nor a capital lossVeroVero, because the lending was not extensive and active.

A loan claim transferred without consideration produces no deductible capital loss at allVero, following KHO 2020:145. The guidance's worked examples put numbers on the mechanics, including a 100,000 euro loan sold for 60,000 euro producing a 40,000 euro loss, and a 100,000 euro loan sold for one euro to a related party requiring proof that one euro was the fair value.

The reissued guidance carries the 29 October 2026 update dateVero and is signed by leading tax experts Tero Määttä and Matti Matinen. The prior case summaries and company-law walkthrough were removed and replaced with references.