Generationsskifte af hovedaktionærselskab

Jacob Blirup Forsell Larsen & Danny Keinicke Jørgensen

Studenteropgave: Kandidatafhandlinger


This thesis is prepared as part of the Master of Science in Business Economics and Auditing at Copenhagen Business School. The purpose of this thesis is to analyse and address the issues and considerations that arise in connection with the generational handover of Bryggervangens Supermarked A/S. The company is wholly owned by the married couple Janni and Erik. This thesis addresses the entire process of a generational handover; from the emergence of the desire for a generational handover to considerations of how to handle a possible purchase sum for the company. Bryggervangens Supermarked A/S is the starting point of this thesis and includes the owners, Janni and Erik, their children Liva and Jan, and the company's store manager, Martin. Of the children only Jan is interested in taking over the parents' company. The company and the parties involved are presented in the introductory part of this thesis. The presentation includes both the capabilities and financial capacities of the parties. In order to ensure a successful generational handover, a range of considerations are necessary in order that the generational handover may take place in consideration of as many different issues as possible. This includes the owners' wishes, the wishes of the owners-to-be as well as the consideration for the company's future operation. The generational handover must also be planned so that the parties involved are not burdened by unnecessarily high indirect and direct tax payments. The transfer of capital from one generation to the next must not be the sole purpose of the generational handover. The following part of the thesis is concerned with measurement of the shares if they are handed over to the son and the store manager, respectively. These measurements are not identical, since the parents would like to keep the price as low as possible in the case of a handover to their son as opposed to a handover to the store manager. Further, the consequences for the present owners in relation to a handover are explained. Subsequently, the financing alternatives are discussed and possible variations of generational handover are examined. The examination includes a description of how to implement the generational handover, the tax consequences of the model in question as well as the advantages and disadvantages associated with the model. Because it may be of advantage to carry through a restructuring of the company prior to the generational handover, the thesis addresses the possibilities in that regard according to the different models for generational handover. In the case of a company owner passing away prior to the completion of a generational handover, the company handover will be subject to other regulations. The thesis accounts for how the estate of a deceased person is treated, including the options of the surviving spouse to retain undivided possession of the estate. The thesis then addresses the excise duty rules that apply when a person comes into an inheritance from a deceased person or receives a present from a living person. Subsequently, the threads are gathered from the examined areas, and it is assessed whether a full generational handover is possible to both the son and the company's present store manager.We further account for the models we will recommend for the generational handover and how these will affect the company's present owners in terms of tax. Finally, the owners' possibilities for placement of the purchase sum are assessed, including the consequences if the owners keep their holding company, or if it is liquidated. The thesis is ended by a conclusion to the above and by putting into perspective the issues addressed in the thesis as well as its conclusion.

UddannelserCand.merc.aud Regnskab og Revision, (Kandidatuddannelse) Afsluttende afhandling
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