Skattefri omstrukturering: Med eller uden tilladelse ?

Søren Kyd Kastberg

Student thesis: Master thesis

Abstract

This Master’s Thesis has been written as a part of the MSc (Business Administration and Auditing) programme at the Copenhagen Business School. The objective of this thesis is to create clarity as to the considerations and possibilities arising in relation to tax-exempted restructuring, and trough this to clarify the advantages and disadvantages of each restructuring model. The basis for this thesis is the recent tax reform which, with the desire to harmonize the companies’ stock- and dividends taxation, has resulted in the passing of Act no. 525 in June 2009. This Act is a successor to the original Act that paved the way for the 2-pronged system in relation to tax-exempted restructuring, and thereby made it possible to make a tax-exempted restructuring with or without the permission from the Danish tax authorities. The 2-pronged system consists of the licensing system with permission on one side, and the objective protocol without permission on the other side. The objective rules coexist concurrently with the licensing system regarding exchange of shares, demerger and supply of assets. By meeting certain requirements it is possible to carry out a tax-exempted restructuring without the permission from the Danish tax authorities, and thus avoid being subject to a subjective assessment, as it is the case when dealing with a tax-exempted restructuring with permission. When a tax-exempted restructuring is carried out with permission from the Danish tax authorities, an assessment has been made to find, whether or not the transaction contains tax avoidance or tax evasion ulterior motives. If this is the case, the authorities may refuse the application for permit, or require some subjective conditions to be met, in order to give the permission. When dealing with tax-exempted restructuring without the permission, the authorities cannot perform this assessment, and thereby not require subjective conditions to be met. Instead, certain rules have been incorporated in the objective protocol, to prevent that tax-exempted restructuring without permission can be used for tax avoidance or tax evasion purposes. The tax reform and the accompanying passing of the new Act have led to some changes in the 2- pronged system, regarding tax consequences of each restructuring model. The biggest change is, that from the income year 2010 there are no longer restrictions on how much there can be distributed from the restructured companies. Instead an "ownership requirement" is introduced in the objective protection rules, to ensure the restructuring are not applied in order for tax avoidance or tax evasion. The focus of this thesis is to evaluate, how the new tax reform impact on corporate restructuring, and how it will affect the advantages and disadvantages of the various restructuring models, including the choice between a restructuring with or without permission from the Danish tax authorities.

EducationsMSc in Auditing, (Graduate Programme) Final Thesis
LanguageDanish
Publication date2011
Number of pages88