Kapitalejerlån: Selskabs- og skatteretligt og udfordringerne i samspillet mellem selskabsloven §§ 210-215 og ligningsloven § 16 E

Abstract

This thesis explores the intricate interplay between corporate law (Selskabsloven §§ 210-215) and tax law (Ligningsloven § 16 E) in the context of shareholder loans in Denmark. Historically, the regulation of shareholder loans has fluctuated significantly, transitioning from stringent restrictions to a more relaxed framework aimed at enhancing the operational flexibility and competitiveness of Danish companies. This change was notably marked by the legislative amendment of Selskabsloven § 210 in 2016, which permitted capital companies to provide loans and securities under certain conditions to their shareholders and management. Despite these relaxations in corporate law, the persistent stringent stipulations of tax law, particularly evident since the introduction of Ligningsloven § 16 E in 2012, have created a complex legal landscape for shareholders. This law essentially taxes loans to significant shareholders and their close associates as undeclared dividends or salaries, leading to potential double taxation without the possibility of repayment obligations. This thesis critically analyzes the legal and practical challenges arising from the current regulations affecting companies and their shareholders. It investigates how the dual regulatory approach affects the management of shareholder loans and the broader implications for business practices in Denmark. Through a juridical analysis of current practices and legislation, the thesis examines the economic consequences for the shareholder, assesses the coherence between corporate and tax legislation, and evaluates whether recent legislative changes have simplified or complicated the legal framework surrounding shareholder loans. Ultimately, this thesis aims to provide a deeper understanding of the management of shareholder loans by analyzing the legal and economic consequences of the current rules. By juxtaposing corporate and tax law frameworks and illustrating the practical challenges arising from these, it seeks to bridge the gap between theory and practice, potentially guiding future legislative improvements to better support the needs of businesses and shareholders alike.