Selskabsretlig og selskabsskatteretlig omstrukturering: Med fokus på: aktieombytning, tilførsel af aktiver, fusion, spaltning

Gert Olivur Schrøter Drangastein

Studenteropgave: Kandidatafhandlinger


This master thesis concerns the process of corporate restructuring with focus on four restructuring models; share exchange, transfer of assets, merger and demerger. The main purpose of this master’s thesis is to review the company law and tax law of corporate restructuring and analyze how to optimize tax and company structure in a fictional company as part of a restructuring. The first part of the master’s thesis contains a review and examination of the company law and tax law of the four restructuring models, which is necessary before using the restructuring tools in practice. This review outlines the current legal framework regulating the use of the models and a discussion of the consequences of use of the individual models. In the second part, the theory gathered in the first part will be combined with practices to process and analyze the opportunities, requirements and the possibilities the fictional company has in five different scenarios. In the first scenario the possibility of eliminating the operational risk and prepare for a potential future handover of JP-Consult ApS is discussed and interpreted. In this case, it is considered most appropriate to establish a holding company and implement a non-taxable share exchange without permission from the tax authorities. Following the establishment of the holding structure, there are disagreements between the two shareholders on business direction in JP-Holding ApS. The most pertinent way to solve the issue would be to demerge the company into two independent holding companies and carry out the reconstruction tax free with permission from the tax authorities. In the third scenario the possibility of transferring JP-Consult ApS to an existing company owned by third party is considered and discussed. In this scenario, it makes most sense to merge the two companies and implement a taxable merger between JP-Consult ApS and JT-Engineers A/S. Following the merging of the companies it is scrutinized how the merged company, Consulting Engineers A/S, can demerge the engineering operation and the property into two companies. It’s considered most appropriate to transfer the engineering operation and implement a non-taxable transfer with permission from tax authorities. In the final scenario the possibility to expand the company is analyzed and discussed. In this case a reconstruction won’t be relevant, as the advantages won’t outweigh the disadvantages. Therefore, the simple solution is recommended by establishing four subsidiaries under the holding company. The conclusion is that there are no standard framework or guidelines to reconstruct a company, which is why every reconstructing method and process is unique. The choice of model and method depends on the client’s specific situation and the adviser’s capability to identify potential issues and clarify advantages and disadvantages for every method and process, so that the restructuring can be done on a quality basis, which fits the client the most in terms of tax optimization and to achieve the optimal company structure.

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