Kommanditselskab eller Partnerselskab: Hvilken selskabsform er generelt mest attraktiv?

Kristine Grønvall Bentsen & Kristina Lundfald Hansen

Student thesis: Master thesis

Abstract

English summary: There are many alternatives regarding the choice of company form, but in cases where shareholders wish to be taxed personally of the company's result, they need to use a company form, which is fiscally transparent. Therefore, this thesis aims to assess, which company form that is most attractive, but the thesis is limited to only analysing and comparing limited partnerships and partner companies. Both limited partnerships and partner companies are separate legal entities, but not tax entities, and is organised with a minimum of two members: one general partner and one limited partner. The general partner is directly, personally and unlimitedly liable for the company, while the limited partner is indirectly and limitedly liable for the company. In other words, these two forms of companies have many organisational features in common, but the greatest difference is the degree of regulation. Where the limited partnership is subject to a few provisions of the Law on Companies and Operators, and otherwise based on contractual relations, the Companies Act with the necessary adaptations mainly governs a partner company. The Companies Act must be adapted to also considering the fully responsible partner: the general partner, who is unlimitedly liable for the company. We assess that the extent of regulation cannot alone form the basis of the choice of company form and thus we have, in our analysis, included other rational motives, including financing, capital, liability, termination, possibility of changing the company form from personal to limited company, and other issues. In our analysis we found that the use of a partner company might result in some regulation challenges as there are discrepancies in some areas between the company – and fiscal treatment hereof – this is not the case whit regard to the limited partnership. This means that the shareholders must pay extra attention to some issues. The conclusion of our analysis was that the choice of company form very much depends on the shareholders’ wishes and needs. If a great extent of contractual freedom, minimal publishing on capital demand, and a possibility of entering into agreements that not only obliges the shareholders are important, then the limited partnership is the most attractive company form. If on the other hand, a well-known regulation and corporation security within capital and organisation are important, then the partner company is the most attractive.

EducationsMSc in Auditing, (Graduate Programme) Final Thesis
LanguageDanish
Publication date2015
Number of pages135