Partnerselskabet: Den selskabsretlige og skatteretlige behandling

Mads Juul Hansen

Student thesis: Master thesis


As a company owner-to-be you are faced with a very important choice when deciding what corporateform your future business is to take. The choice of corporate form may have a major impact on thefuture of your business. This thesis deals with the less known form of a limited liability company: thelimited partnership company. My thesis will be based on an analysis of the rules governing limitedpartnership companies and through such analysis it will seek to establish the legal framework bywhich such companies are governed, whether the legal framework is appropriate and the consequencesfor a company owner of their decision to set up a limited partnership company.The corporate form of a limited partnership company is interesting to analyse as it combines a publiclimited company and a limited partnership. A limited partnership company is owned by the shareholders,who are liable for its liabilities to the extent of their contribution to the company, ie the share capital.A limited partnership company has two kinds of owners: limited partners and the general partner.The limited partners are only liable for the company’s liabilities to the extent of their contribution. Thegeneral partner is liable for the loans and liabilities of the limited partnership company to the full extentof their assets. The limited partners of a limited partnership company are shareholders who buyshares in the limited partnership company and so they are only liable for the company's liabilities tothe extent of their contribution. The general partner is liable to the same extent as if the company werea regular limited partnership, ie for the company’s loans and liabilities to the extent of their assets.The general partner may be a public limited company or a private limited company owned by the limitedpartners. In such case, liability for the limited partnership company's liabilities is limited; the limitedpartners are liable only to the extent of their contributions, and the owners of the general partnerare only liable to the extent of their shareholdings in the general partner.As one of the owners of a limited partnership company is liable for the company’s liabilities to the fullextent of their assets – the general partner – the company is not separately liable to pay tax. As to theincome of a limited partnership company, however, the limited partners report such income as personaltaxable income involving the possibility of, for example, applying the rules of the Danish BusinessTax Act governing postponement of tax payment and tax loss carryforward. The owners of a limitedpartnership company may only deduct the portion of the company's loss that equals the contribution bythe shareholders of the limited partnership company.The limited partnership company combines the possibility of being liable for the company’s liabilitiesand loss to a certain extent of one’s assets with the possibility of carrying forward tax losses and post4poning tax payment under the rules of the Danish Business Tax Act. In brief, the limited partnershipcompany “combines the best of two worlds” as many advisors like to say.However, the rules of Danish company law and those of Danish tax law are not always uniform, whichmay pose some challenges to the limited partnership company. Such challenges are emphasised in thisthesis.

EducationsMSc in Auditing, (Graduate Programme) Final Thesis
Publication date2015
Number of pages75
SupervisorsJane Bolander