Aktieavancebeskatningsloven: Selskabers beskatning af aktieavancer og -udbytter efter vedtagelse af L 202 og L 84

Maja Hedvig Nielsen & Klaus Thygesen

Student thesis: Diploma thesis


The 12th of June 2009 the Danish Treasury adopted a reform called “Spring Package 2.0”, including the law L 202. The reform was adopted on the basis of a desire to lower personal income taxation, this was to be partly financed by harmonizing the corporate taxation on capital gains. The treasury aimed to simplify the corporate taxation on capital gains by making it neutral weather a return on shares appeared in form of dividends or as gains from the sale. Lack of detail and complexity of legislative texts in L 202 led to much criticism and many problems in practice, why the Treasury on 24th of November 2010 adopted L 84, which origin basically is based on a wish to clarify L 202. Prior to the adoption of L 202 and L 84 tax-exempt on gains from sales was determined by the length of ownership, more than 3 years. Dividends were tax-exempt when holding minimum 10 % of the share capital. After the adoption corporate capital gains realised on the sale of shares are taxexempt if the shares qualify as either subsidiary shares or group shares. If shares are not categorized as group shares or subsidiary shares they are categorized portfolio shares. Gains on portfolio shares are fully taxable. Losses on the sale of portfolio shares are generally tax-deductible. However, losses on unlisted shares are only tax-deductible on gains on unlisted shares. Special rules apply when a shareholder share change from portfolio shares to subsidiary shares or group shares and vice versa. A special protection-rule applies, which is targeted at Danish shareholders joining their shareholdings in a joint-company in order to reach the 10% threshold, and thereby avoid taxation. The specific rules in the protection-rule are technically complex to apply in practice due to uncertain definitions in the legislative texts and certain subjective assessments, regarding the . With the implementation of share classes, certain transition rules have been applied to ensure the right valuation of the shares by the effect-time, 1st January 2010. These rules where heavily discussed and changed along the process, as of the preliminary proposal from the treasury was unfavourable for many corporations. The adoption of the L 202 and L 84, including share classes, does in general lead to more consistent and harmonized taxation on capital gains for companies. We believe that the rules have its limitations, in certain practical situations, mainly involving large corporation-structures. The intentions of the L 202 and L 84 are in our opinion not fully met, due to the uncertain definitions in the legislative texts and subjective assessments in the protection rule.

EducationsGraduate Diploma in Accounting and Financial Management, (Diploma Programme) Final Thesis
Publication date2012
Number of pages86