Virksomhedsomdannelse af personligt drevet virksomhed med én indehaver

Abstract

According to statistics more than 50 percentages of all newly established companies in Denmark are founded as personally owned companies. For some of these companies a restructure of the ownership model may be relevant. Consequently, this thesis provides insight on the transformation of a personally owned company into a capital company. The overall purpose of the thesis is to examine when and how to restructure a company. In order answer the problem statement, relevant theories and regulations are reviewed and applied on a fictive case. First, the thesis addresses the parameters determining the relevance of a potential ownership transformation. There are three main parameters to consider being a) the maturity of the company, b) the business and financial performances, and c) the owner’s preferences and financial status. Thus, all three parameters should be analysed. Second, the thesis addresses the methods applicable to a company ownership transformation. According to Danish law, two methods are pertinent being a) the method liable to taxation and b) the tax free method. The tax free method is often perceived as the most favourable one, as the taxation of potential profits is postponed until the owner sells the stocks/shares. Nevertheless, the method liable to taxation may be more appropriate under certain circumstances. Thus, the option and outcome of using either method should be analysed carefully. Third, the thesis addresses how to assess the value of a company. The value assessment founds basis for the taxation calculations. Thus, it is important to the final choice of restructuring the company’s ownership model. Finally, in order to apply the leaned theory to practice, the thesis includes a fictive case study.