Skattefrie omstruktureringer

Jannick Hansen

Student thesis: Master thesis


The purpose of this thesis is, to give the reader an insight into the Danish rules of tax-free restructurings with and without permission, and the demands of the Corporation law that would conduct a restructuring. A newly established company, who is entering a market, will at the beginning have selected a given structure and organization of its business areas, etc. When the company has been in the market for several years, it be forced to change its structure to meet customers, suppliers and employees demands. This thesis will examine the company's options of making tax free restructuring by Fusion, Demerger, Transfer of assets and Exchange of shares. With law no. 525 of June 12 2009, the rules of tax reconstructing was improved, so that the law concerning merging was adapted to the changes in the tax rules, which the Danish government introduced with Spring Package 2.0. For example there were introduced a demand in, how many years the shares should be in stock, before they could be sold, called the holding requirements. The four reconstruction methods are all designed to make an exchange of shares, so that there will be no payment of tax, when the shares are ceded. On March 1 2010, a new Corporation Act was launched, in which some of the requirements for the documents to be submitted to the Danish Commerce and Companies Agency was eased. This softening has made it possible for companies, to restructure significantly faster than before. If it is a private limited company, it is possible to omit a number of documents, and complete the restructuring in 1 day. Previously it could take up to 4 weeks. The facilitation of the Corporation Act will in management terms make it easier, to implement a tax-free reorganization. It has no great impact, that it will be easier to complete a restructuring for tax purposes. There will still be some requirements, to make a tax-free reorganization. For example a restructuring with permission must be commercially motivated and a restructuring without permission have to observe the holding requirements.

EducationsMSc in Auditing, (Graduate Programme) Final Thesis
Publication date2011
Number of pages107