Generationsskifte af et hovedaktionærselskab i levende live og ved død: Baseret på en case

Kim Mortensen & Dennis Klitgaard Christiansen

Student thesis: Master thesis


The thesis is written for the Master Course in Business Economics and Auditing, Cand. Merc. Aud., at Copenhagen Business School. The object of this thesis is to study and analyze the opportunities and demands for handing over a company where the shareholder has majority of the shares. This thesis will analyze the opportunities when the handover takes place to a son or an employee when alive and by death. The thesis is based on legislation, rulings, educational books etc. Through the thesis, the theory is used on a case company, Maskinfabrikken ApS, which is facing a generational succession in the near future. The first chapter analyzes some of the considerations the majority shareholder has to do before the generational succession is carried out. This chapter is followed by an analysis of the different types of models, to find an accurate valuation of the company. The chapter describes which model of valuation to use depending on whether the company is handed over to either the son or an employee. The next chapter focuses on the different types of reconstructions to optimize the group structure, and preparing the company for a generational succession. The chapter describes how to reconstruct the company by using the different types of reconstructions, such as how to get a holding company by exchange of shares, transfer of assets and division of the activities of the company. Following chapter explains the models of generational succession. The opportunities regarding generational succession is to hand over the company as a gift or a part hereof, to complete a sale of the shares, using the regulations of fiscal succession or by using A- and B-shares. The consequences for both the owner and the successor is analyzed and described. As the generational succession models has been described, it will be listed how the models work taken into consideration of time-perspective, need of capital, taxation and the prospects of the company. The next chapter describes the case if the shareholder passes away prior to the completion to the generational succession. It will be described how the estate of the deceased person is treated, including the options of the surviving spouse to retain undivided possession of the estate. The chapter addresses the regulations that apply when a person comes into an inheritance from a deceased person, and the possibilities of completing the generation succession that have already been planned. The thesis is ended by a conclusion that concludes that the right method depends on the price, accessing the right successor, optimization of the group structure, the taxation, timing and the future prospect of the company.

EducationsMSc in Auditing, (Graduate Programme) Final Thesis
Publication date2013
Number of pages119