Værnsreglen mod mellemboldingselskaber: Kompleks og med skattemæssig konsekvens

Suzy Eide Gustafsson & Michael Gøthche

Student thesis: Master thesis


The law no. 525 approved the 12. of June 2009 harmonizes the companies taxation of the dividend and shares, which entails a aggravation ofthe companies' shareholdings. In the law there is adopted a venue mIe against the intennediary holding companies (called in Danish "omvendte juletræer"). The venue accommodates that the shareholders company by ajoint intermediary holding company achieves a tax relief. The venue mIe against the intermediary holding companies entails that the share of o'w11ership in subsidiary company is assessed in accordance to the proportionate share of ownership. The shares in the subsidiary companies are c1assi"fied refèrring to the company shareholders' ofthe parent company direct and indirect ownership of the subsidiary company. The venue mIe is assessed by every stock and prevails when all 4 requirements complied with. The requirements that concem; the parent company's primary purpose, actual economic activity related to holding of shares, the company shareholders ofthe parent company direct and indirect ownership ofthe subsidiary company and the parent company is entered in regulated marked Ol' a multilateral trade facility. The intennediary holding company will become transparent if comprised to the venue mle in respect of fÌscaI tax and the shares in the subsidiary company changes status. The company shareholders of the parent company are considered to be the tax -related owners of the shares in the subsidiary company. The shares are taxable in relation to the c1assifÌcation ofthe individual company shareholders direct and indirect ownership ofthe subsidiary company. The company shareholders ofthe parent company is only taxable once by the value adjustments and dividends. A fòllowing dividend or liquidation of the intermediary holding company eliminates the tax because of the previous taxation. The application of the venue mIe has caused interpretational issues, where preparatory works of the Act and binding advance notice can contribute to foundation for practice. The consequences ofthe venue mle can be avoided by strategically and/or stmcturally changes in the group. The fÌrst requirement regarding the primary purpose can be avoided ifthe intermediary holding company carries through alternative investments that occur as the company's primary purpose. The second requirement actual economic activity related to holding of shares can be avoided if the intermediary holding company establishes premises, employs competent staff and achieves influence by active management in the subsidiary company. The third requirement can be affected by diHèrent restructurings. The restructurings can be cost-consuming and change the ownership structure in the group. The fotl1ih requirement can be aHècted ifthe intermediary holding company gets listed. Alternative solution proposals for tax avoidance should be assessed for advantages and disadvantages because there is other considerations than tax implications. The factors entail an individual assessment based on the shareholders' visions, prospects for the future etc. Considerations concerning forward investments can contain taxable assessment weather done by company or personally, which for each shareholder are individuaL. Draft legislation no. L 84 was introduced the 24. of November 20 L O to improve the interpretational issues and specify the rules of the Danish Capital Gains Tax Act.

EducationsMSc in Auditing, (Graduate Programme) Final Thesis
Publication date2010
Number of pages124