Skattefri virksomhedsomdannelse: En mulighed for udskydelse/undgåelse af beskatningen af opsparet overskud i virksomhedsordningen. Muligheder og særlige udfordringer for ægtefæller

Abstract

When the desire to run a business arises, a decision will also have to be made as to whether the business should be run in the form of a company or in person.
The immediate benefits of the personally owned business are that there is no requirement for a certain startup capital. In addition, in the start-up year, there may be greater costs than income. If the result is a loss, it will be deductible in other personal income, which could ease the economy in the start-up phase to a certain extent.
The disadvantage however lies in the liability, as an owner is liable for everything in the personal business, and as worst case can be left with a claim for compensation which can mean the loose of everything one has and own.
For this reason, a lot speaks for a company structure. In this case, one is basically only liable for the capital one has tied up in the company. The bank, however, will generally require a personal guaranteed obligation in relation to its lending to the company. In the event of bankruptcy, the capital owner will therefore be able to risk both his or hers share capital, but also having to fulfill the guaranteed obligation to the bank. Is a business first set up as a company, "catches the table". The personally owned business on the other hand, offers the opportunity, so to speak, to regret the choice. If there is no asset in the company, simply unsubscribe. Afterwards, start up the activity again in form of a
company. If there are assets in the personally owned business and it is desired to continue as a company, it is possible too. To do so, one way is to sell the personal business as a taxable sale to a company, or it is possible with the use
of the Law on tax-free business transformation to sell tax-free. In the tax-free situation, the divestiture of the personally owned business will have no tax consequences for the owner. The owner instead receives shares in the company and the taxation on the sale of the assets to the company is now deferred until the owner / converter disposes of the shares received in the company at the time of the conversion. For many personally owned businesses transformed using Law on tax-free business transformation, the business scheme has been used.
Using the business scheme, there will often be large, deferred taxes. It is therefore interesting to look at the opportunities of postponing these taxes as much as possible, but not least also which pitfalls there may be. Finally, a conclusion a perspectivation is being presented.