How to submit a transfer tax return concerning an earnout
It may be that you sign a purchase contract to buy an asset/property where you and the seller agree on a final calculation to be made at a future date, which will determine the exact total price. The result of the calculation may require that you must pay an “earnout” to the seller, an additional sum of money on top of the base price. The guidance on this page uses the term ‘earnout’ – synonyms include additional price, additional purchase/selling price, contingent payment, conditional part of the price, and more.
An earnout clause is often included in an agreement outlining an acquisition of a company or a purchase of real estate property. Typically, the earnout payment will fall due when certain goals are reached – goals related to business performance or to appreciation of real-estate value, etc.
The amount payable as the earnout is included in the base of transfer tax, because the base will always depend on the full price (consideration) the buyer must pay. This means that if you bought an asset or a property and the final calculation makes the price go up, you will not only need to pay the earnout itself but also a transfer tax on the earnout.
Note: these instructions are not applicable, if your purchase contract lays down an agreed fixed price that you pay in several instalments to the seller.
Due dates for the transfer tax return and payment of the tax
Several provisions of the Act on transfer taxes were changed as of 1 January 2026. New rules on reporting requirements with regard to an additional price (often called “earnout”) are now in force. The due dates, deadlines and late-payment penalty charges discussed on these instructions concern contracts signed on 1 January 2026 or later.
Complete the transfer tax return and pay the tax by its due date. The due date depends on the category of the property you acquire. For example, if you buy corporate shares in a business enterprise, the due date will be 2 months from the date of the purchase.
The deadline – and procedure – to submit a transfer tax return concerning a paid earnout are dependent on the point of time when the earnout calculation is ready.
Please read the instructions relevant to your situation:
If you can successfully ascertain the amount of the earnout within the normal time limit for submitting the transfer tax return, the due date will apply to both the base price and the earnout price.
You can submit just one transfer tax return
It is enough if you submit just one transfer tax return. After the earnout has become known, prepare and submit the transfer tax return complete with details on the base price and the earnout added to it.
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Example 1: Company A is a Finnish limited-liability company. It buys corporate stocks in Company B, also a Finnish limited-liability company. The purchase contract, signed 2 January 2026, contains an earnout clause.
The calculation to determine the earnout will be ready on 1 February 2026. Company A has time up to 2 March 2026 to submit a transfer tax return, to pay transfer tax on the base price, and to pay transfer tax on the earnout.
Accordingly, Company A will submit only one transfer tax return on 10 February 2026, providing full information on both the base price and the earned-out part of the price, in other words, the additional purchase price.
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Making a correction to the transfer tax return for the earnout
As a filer of transfer taxes, you are entitled to prepare and submit a return already at a stage when the size of the earnout is still unclear. In these circumstances, you will have to make a correction to your previously submitted transfer tax return lare, to furnish the Tax Administration with information on the amount of the earnout. The due date for this will be the same as that of the original transfer tax return.
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Example 2: Company A is a Finnish limited-liability company. It buys corporate stocks in Company B, also a Finnish limited-liability company. The purchase contract is signed on 2 January 2026. Company A writes up and submits its transfer tax return without delay, on 2 January 2026, informing the Tax Administration that the contract has an earnout clause.
When the calculation to determine the earnout is ready 1 February 2026, Company A uses MyTax to send the Tax Administration a correction to the original transfer tax return dated 2 January 2026. The due date is 2 March 2026 also in this example: Company A would have to submit the return, corrections to it, and make the transfer tax payment by that date.
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If the earnout calculation is delayed until after the due date of the transfer tax return, you will need to take the following action:
- Prepare and submit a transfer tax return by its normal due date, complete with a note indicating that the contract of purchase contains an earnout clause. Pay the transfer tax, also according to the normal due date.
- When you are able to ascertain the amount of the earnout payment, you have 2 months to inform the Tax Administration of it and to pay the transfer tax on it.
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Example: Sari buys real estate property. The contract of purchase is signed on 1 April 2026. The contract has a clause on an earnout payment that Sari will have to make later. Being the buyer of real estate, Sari is under obligation to submit an application for registration of title by 1 October 2026. She will have to submit the transfer tax return to the Tax Administration and pay the tax no later than on the date when she applies for registration of title.
The calculation for determining how much the earnout payment is will be ready in 12 months time, in other words, by 1 April 2027. The due date for Sari will be 1 June 2027 to submit a transfer tax return and pay the required transfer tax on the earnout.
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If you file or pay late
If you submit the transfer tax return late, you must pay either a late-filing penalty charge or a surtax.
These consequences of late filing and payment are also applicable to an occurrence of a late submittal of a transfer tax return for informing the Tax Administration of the earnout you need to pay: if you submit that return late, you must pay either a late-filing penalty charge or a surtax. Accordingly, although you had made just one purchase of one asset or property, there may be several distinct consequences of late payment or late filing of transfer tax returns.
If you are late in paying the transfer tax, you will need to pay late-payment interest.
Read more about the consequences of late payment
How to use MyTax to send the tax-return information concerning an earnout
If the size of the earnout price is known when you submit the transfer tax return
When you fill in the transfer tax return in MyTax, provide all relevant information on the purchased asset at the Property details stage.
Go to the Does the deed of sale contain a clause on an additional transaction price? field, and enter Yes. Now you can add detailed information concerning the earnout. After that, enter the amount and the date when the additional transaction price was determined.
How to file a transfer tax return in MyTax
If you cannot ascertain the size of the earnout until after you submitted the transfer tax return
After the earnout has become known, use MyTax to send the Tax Administration a correction to the transfer tax return.
Go to the Transfer tax details, select the tax return concerned, and move on to Property details stage. Open the details, and enter the amount and the date when the additional transaction price was determined.