Selskabsform for rådgivningsvirksomheder med flere ejere: Valget mellem person- eller kapitalselskab

Mette Madvig Jørgensen

Student thesis: Master thesis

Abstract

This thesis has been written to describe the different choices of legal forms for consulting companies with multiple owners. The thesis has been written with focus on taxation for limited companies, partnerships and partner companies. The reason that these are the types of companies, that are analyzed are, that the limited company is regulated in both corporate and tax laws, the partnership is not regulated in any of these laws, while the partner company is regulated in corporate laws, but not in tax laws. To answer this thesis, I will start with describing the possibility of uneven sharing of the profit between the owners and then make an analysis of what is most optimal in the beginnings phase for the company, where it is assumed, that there is a deficit. Afterwards, I will analyze the company in its operational phase, where it is assumed to be profitable. Limited companies are a taxable and shall therefore pay corporation tax of 25%. It is possible to reward the owners with wages and/or dividend. The salary is personal income for the owner, and is deductible in the limited company, while dividend is not. As a main rule the salaries must be paid on a arm length basis, for example what a independent employee could have been paid for the same position. This is the reason why it can be difficult to give uneven salaries in the limited company. On he other hand uneven profit distribution is easily performed through dividend payments in the limited company. To make this possible the shares must be divided into different share classes, which must be attributed to the respective rights giving the desired distribution. The partnership and the partner company is transparent regarding taxes while the distribution of profit is made after an agreed fraction, which makes the sharing of profit much easier compared to the limited company. The owner is able to choose a tax form where it is possible to save some of the profit, while paying a preliminary tax corresponding to corporation tax, This is called “virksomhedsskatteordningen”. However, it is important to remember that there are many other reasons for the choice of legal form, for example liability. In personal business the liability is basically unlimited, while in limited companies the liability is limited. However, in partner companies it is only the general partner who has unlimited liabilities, while the liability is limited for the limited partners. The conclusion of this thesis can be divided into two, whether there is a deficit or profit. If there is a deficit, and a parent company can not make use of this in a joint taxation, it is most optimal to have a partnership or partner company. If a parent company can make use of the deficit, the limited company form may also be used, however, the owners liquidity is best by use of the individual companies. If there is a profit, it will be best to have a limited company where the profit is shared through dividend.

EducationsMSc in Auditing, (Graduate Programme) Final Thesis
LanguageDanish
Publication date2013
Number of pages98