Proces for omstrukturering og generationsskifte

Abstract

Summary: This thesis has been written as the completion of the Business Economics and Auditing Master's degree programme at Copenhagen Business School, during the fifth Semester, in the year 2014. This thesis will emphasize on the process of restructuring and succession planning and will analyse the opportunities and demands for handing over a company with only one shareholder. This is based on a case and will analyse the opportunities when the handover takes place to either a son or a employee. It will deal with the basic taxation rules currently prevailing and the procedures for these rules. Currently this is an area in great change, especially because of the Danish tax authorities’ latest announcement regarding the elements in the succession model and it seems that it will continue to be so for quite some time. Early in the planning of a succession, it is important to have control of the whole process and the implications there might be in the process. It is therefore important to prepare the company, so it is ready when the process is launched. The valuation of the company differs depending on who is taking over the company. The valuation must follow some standards issued by the Danish tax authorities. These standards have been issued to make sure that the transfer is made at a value as close to the market value as possible. The restructuring of the company takes at least three years for it to be tax-free. By restructuring the company, it is possible to slim it and get rid of any unnecessary operations, for example a property, which is not part of the desired business transfer. Then with the right and optimal structure, the handover can take place without triggering any taxes. It is possible to do the handover with two different succession model, the first called the A/B-model and the second is done by tax succession. The A/B-model is financially a good model for the acquirer, but can be risky for the transferor, because the company is financing the whole handover itself. The other model really does not require restructuring, but it is recommended if the previous owner would like to slim the company before a handover. Financially this method is the best when doing a handover to a son. The original owner will receive some of the transfer price up front and the remaining part later on the basis of a demand promissory note. The conclusion is that the right process depends on the price, the company structure, taxes, time and future prospects of the company. It is therefore up to the involved partners to decide on what kind of process they want.